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clause to commence upon termination of Meyer's employment with
International under which, after his employment with
International, Meyer was prohibited from soliciting for 2 years
any of MCB's former clients.
The $750,000 contingent salary bonus was to be paid to Meyer
ratably in March of 1991, 1992, and 1993 -- $250,000 in each
year -- if the customs brokerage business of International
reached a net profits goal in each year of $700,000, prior to
deductions for taxes and prior to Meyer's salary, bonus, and
profit-sharing contributions (net profits). If the $700,000 net
profits goal was not reached, a pro rata share of the $250,000
salary bonus was to be paid to Meyer corresponding to the
percentage of the $700,000 net profits goal that was reached.
The $700,000 net profits goal was based on the fact that MCB's
annual net profits in years immediately preceding 1990 were
approximately $700,000. After termination of employment with
International or after Meyer's death, no salary bonus would be
paid to Meyer or to his heirs.
For each of the years 1990, 1991, and 1992, in addition to
the $1,290,000 paid at closing, Meyer was paid the $292,000 under
the purported covenant not to compete. Also with respect to
1990, 1991, and 1992, all or a majority of the $700,000 net
profits goal for the customs brokerage business was reached, and
Meyer was paid by International as a salary bonus $245,905 in
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