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Exhibit 10.14
XXXXXXX & XXXXX, INC. Xxxxxxx & Xxxxx, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (937) 225-3314
December 9, 1997
PERSONAL AND CONFIDENTIAL
Xxxxxx X. Xxxxxxxx
Xxxxxxx & Xxxxx, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
RE: Salary Continuation Agreement
-----------------------------
Dear Xxxxx:
This letter sets forth the terms of the agreement between Xxxxxxx & Xxxxx, Inc.
(the "Company") and you with regard to the circumstances under which you are
entitled to receive from the Company a continuation of your salary in the event
of a termination of your employment with the Company under certain
circumstances.
In consideration of your acceptance of employment with the Company and your
agreement that so long as you are an executive officer of the Company, you will
perform to the best of your abilities the duties of your office, the Company
agrees with you as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
(a) "Base Salary" means your annual salary as most recently fixed by the Board
of Directors of the Company which is, on the date of this Agreement, $310,000
per year.
(b) "Change of Control" means the occurrence of any of the following events (and
"MHM" as used in the following definition means M.H.M. Co., Ltd., an Ohio
limited partnership):
(i) any "person" (as defined in Section 13(d) of the Securities Exchange Act of
1934), other than R&M, an entity then controlled by R&M, or MHM is or becomes
the beneficial owner, directly or indirectly of securities of R&M representing
20% or more of the combined voting power of the then outstanding securities of
R&M,; (ii) during any period of two consecutive years, individuals who at the
beginning of such period were directors of R&M cease for any reason to
constitute at least a majority of the directors of R&M unless the election, or
the nomination for the election by R&M's shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; (iii) R&M merges or
consolidates with another corporation and R&M, or an entity controlled by R&M
immediately prior to the merger or consolidation, is not the surviving entity in
the merger or consolidation, or if R&M or such an entity is the surviving entity
in the merger or consolidation, holders of 80% or more of the voting power of
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R&M immediately prior to the merger or consolidation do not own, immediately
after the merger or consolidation, 65% or more of the voting power of the
surviving entity; (iv) a sale, lease, exchange or other disposition of all or
substantially all of R&M's assets; or (v) a liquidation or dissolution of R&M.
(c) "Date of Termination" means the date on which you receive written notice of
termination of your employment from the Company.
(d) "Misconduct" means (i) a willful failure or refusal on your part to perform
properly the duties of your employment to the extent of your ability to do so,
(ii) dishonesty or disloyalty in relation in the Company, or (iii) your engaging
in, or rendering services or assistance to a business which is in, competition
with any business conducted by the Company.
2. TERMINATION OF EMPLOYMENT. If your employment with the Company is terminated
by the Company other than for Misconduct at any time within 24 months after a
Change in Control, then you shall be entitled to receive the following benefits
as liquidated damages on account of such termination:
(a) The Company shall continue to pay you your Base Salary for a period
of 36 months following the Date of Termination, with such salary
being paid in accordance with the Company's normal pay schedule; such
continued salary payments shall not be reduced by any compensation
for services which you might receive from any other source.
(b) The Company shall pay you a cash bonus in accordance with the annual
cash incentive plan applicable to you at the Date of Termination,
except that such bonus shall be pro rated for the number of months
that you were employed during the fiscal year of the Company in which
the Date of Termination occurred.
(c) The Company shall continue to provide health insurance to you which
is comparable to that provided to you on the Date of Termination
until the earlier of (i) your obtaining comparable coverage at no
cost to you, or (ii) the expiration of 36 months from the Date of
Termination.
Nothing contained in subparagraphs (a) through (c) of this paragraph 2 is
intended to, or shall, limit any rights or benefits that you are entitled to
under any employee plan of the Company, except that your annual cash bonus for
the year in which the Date of Termination occurs shall be calculated in
accordance with subparagraph (b).
3. PAYMENT; TERMINATION OF AGREEMENT. On the date you reach age 65, this
Agreement shall automatically terminate and be null and void. In the event you
are receiving payments under this Agreement at the time you reach age 65, no
further payments shall be made to you pursuant to this Agreement after you reach
age 65.
4. BINDING ON SUCCESSORS. This Agreement shall inure to the benefit of, and be
binding upon any successor, whether by merger, consolidation or purchase, to the
business or all or substantially all of the assets of the Company. It is
acknowledged that if the Company should be a party to a merger or consolidation
with another corporation, that this Agreement shall be binding upon the
surviving entity by operation of law. In the event the Company sells all or
substantially all of its assets, then the Company shall require the purchasing
party to expressly assume and agree to perform this Agreement. In the event the
Company fails to obtain such agreement of the purchasing party in form and
substance reasonably satisfactory to you prior to the acquisition of such assets
of the Company by the purchasing party and if, within six months after the
acquisition of such assets by the purchasing party, you cease
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to be employed by the Company and are not employed by the purchasing party for
any reason, including your resignation from any such employment, your employment
shall be considered for all purposes of this Agreement as having been terminated
by reason of the sale by the Company of its business after a Change of Control
as provided in paragraph 2.
5. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof shall be settled by arbitration in Dayton, Ohio
or in accordance with the Rules of the American Arbitration Association, and
judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof.
6. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Ohio.
If the foregoing accurately sets forth your agreement with the Company, please
so indicate your agreement and acceptance by signing in the space provided
below. When executed by you, this Agreement shall become effective as of the
date first written above.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Dated: 12/11/97
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