Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement is dated as of July 21, 2005 (this "Agreement") by and
between Xxxxxxx Company, a Michigan corporation (the "Company"), and Xxxxxxx X.
Xxxxxxx (the "Executive").
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION; DUTIES. During the Employment Term (as defined in paragraph 2),
the Company will employ Executive as Executive Vice President - Chief Financial
Officer ("CFO") of the Company, or in such other substantially equivalent
position requested by the Company's Chief Executive Officer ("CEO") during any
period of transition involving a successor CFO. In this role as CFO, Executive
will be responsible for the following functions: Executive will report to the
CEO and will be a member of the Company's Executive Management Committee, as
CFO, Executive will be responsible for the Vice President, Corporate Controller,
Treasurer, Director of Taxation and Manager of Investor Relations and will serve
as an Officer of the Company.
(b) OBLIGATIONS. During the Employment Term, Executive will devote
substantially all of his business efforts to the Company. Executive agrees,
during the Employment Term, not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration
without the prior approval of the CEO; provided, however, that Executive may
(i) serve on the board of directors of other companies (subject to the
reasonable approval of the CEO) and boards of trade associations or charitable
organizations; (ii) engage in charitable activities and community affairs; or
(iii) manage Executive's personal investments and affairs, as long as such
activities do not materially interfere with Executive's duties and
responsibilities with the Company.
2. EMPLOYMENT TERM. The Company agrees to employ Executive and Executive
accepts employment in accordance with the terms and conditions of this
Agreement. The period of Executive's employment under this Agreement shall be
the period beginning on June 27, 2005 and ending on June 30, 2006 (the
"Employment Term"). Thereafter, the Agreement shall automatically be extended
for additional 12-month periods, unless either party to this Agreement provides
written notice of non-renewal to the other party at least 90 days before the
last day of the Employment Term. The term "Employment Term" shall also include
any renewal period under the foregoing provisions of this paragraph 2. Subject
to the notice provisions of this agreement and the Company's obligation to
provide severance benefits as may be specified in this Agreement, Executive and
the Company acknowledge that this employment relationship may be terminated at
any time and for any or no cause or reason, at the option of either the Company
or Executive.
3. CASH COMPENSATION. During the Employment Term, the Company will pay
Executive the following as cash compensation for services to the Company:
(a) BASE SALARY. During the Employment Term, Executive's annualized base salary
will be $400,000 (the "Base Salary"), payable in accordance with the Company's
normal payroll
practices, and will be subject to upward (but not downward) adjustment during
any renewal periods based on an annual review pursuant to the Company's normal
review policy for other similarly situated senior executives of the Company.
(b) ANNUAL BONUS. Executive will also be eligible to participate in the
Company's annual management incentive bonus plan (the "Annual Bonus") at a level
determined by the Compensation Committee ("Compensation Committee") of the
Company's Board of Directors (the "Board"). Payment of incentive compensation,
if the performance criteria determined by the Compensation Committee are met,
will generally be made in August of the year following the incentive plan year,
unless Executive elects to defer payment pursuant to an applicable plan of the
Company. The Annual Bonus shall provide the Executive with a target opportunity
of not less than $300,000 for the fiscal year 2006, and the fiscal year 2006
Annual Bonus (if any) will be paid in full if executive elects to retire on June
30, 2006.
4. EQUITY COMPENSATION. During the Employment Term, Executive will be eligible
to participate in the Company's equity compensation plans, in accordance with
the terms of such plans and will be entitled to receive the following awards:
(a) STOCK OPTION GRANT. Executive will receive a grant of stock options to
purchase shares of the Company's common stock pursuant to the terms of the
Company's 2003 Long-Term Incentive Plan, the number of options of which shall be
determined by dividing $533,200 by the Black-Scholes value of Company stock on
the date of the grant. The date of the stock option grant, which will be the
same date as the Fiscal Year 2006 annual stock option award for other employees,
will be determined by the compensation Committee, but will in no event be later
than October 15, 2006. The shares shall have an exercise price equal to the fair
market value (as defined in the Plan) of a share of common stock on the grant
date. All of these shares shall continue to vest for the maximum period
permitted under the terms of the grant as if Executive remained employed with
the Company beyond the Employment Term. Such options shall be subject to the
terms and conditions of an Option Agreement.
(b) VESTING AND EXERCISE OF STOCK OPTIONS. If Executive remains employed by the
Company through the Employment Term, all of Executive's unvested, previously
granted stock options and restricted stock will continue to vest as if Executive
remained employed with the Company beyond the Employment Term. All vested
options may be exercised at any time prior to the end of their stated life.
(c) RESTRICTED STOCK GRANT. The Executive shall be awarded 20,148 shares of
restricted stock. This restricted stock award shall be subject to the terms and
conditions of a separate Restricted Stock Award Agreement Except as otherwise
specifically provided in this agreement or any Restricted Stock Agreement, the
shares of restricted stock shall be permanently forfeited if the Executive's
employment with the Company terminates prior to June 30, 2006.
(d) DEFERRED COMPENSATION. The parties agree and acknowledge that Executive has
made payments and contributions in certain deferred compensation plans
maintained by and through the Company. The parties also agree that nothing in
this Employment Agreement is designed to prevent Employee from receiving such
monies, whether as a forfeiture, penalty, or otherwise,
notwithstanding the terms of such plans or language elsewhere in this agreement
providing for forfeitures and/or relinquishment of any other compensation,
rights, or entitlements.
5. EMPLOYEE BENEFITS. During the Employment Term, Executive will, to the
extent eligible, be entitled to participate in all employee welfare and
retirement benefit plans and programs provided by the Company to its senior
executives in accordance with the terms of those plans or programs as they may
be modified from time to time. Executive will be entitled to post-retirement
welfare benefits as are made available by the Company to its senior executive
officers at the time of Executive's retirement. Executive will be eligible for
vacation in accordance with the Company's policy as if he had 32 years of
employment with the Company
6. BUSINESS EXPENSES. During the Employment Term, and upon submission of
appropriate documentation in accordance with its policies in effect from time to
time, the Company will pay or reimburse Executive for all reasonable business
expenses that Executive incurs in performing Executive's duties under this
Agreement, including, but not limited to, travel, entertainment, professional
dues, subscriptions, athletic and/or social clubs.
7. TERMINATION OF EMPLOYMENT.
(a) NOTICE OF TERMINATION. Any termination by the Company or by the Executive
shall be communicated by Notice of Termination to the other party to this
Agreement in accordance with Section 20. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated, and (iii) specifies the date of termination which date
shall not be less than fifteen (15) days, nor more than sixty (60) days after
the giving of such notice, provided, however, that such notice shall not be less
than thirty (30) days if such termination is by the Company for Disability. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.
(b) DEATH OR DISABILITY. Executive's employment will terminate automatically
upon Executive's death. The Company may terminate Executive's employment for
disability in the event Executive has been unable, due to physical or mental
incapacity, to perform Executive's material dues under this Agreement for six
consecutive months (or such longer period that may be required by applicable
law). In the event Executive's employment terminates as a result of death or
disability, then:
(i) All unvested or unexercisable equity compensation, including unvested
stock options and restricted stock, will become fully vested and exercisable,
and any stock options may be exercised after Executive's termination of
employment in accordance with the terms and conditions of the applicable grant
documentation;
(ii) Except as otherwise provided herein, Executive will forfeit
Executive's right to receive any salary, annual bonuses, or other compensation
that has not been fully earned at the time Executive's employment terminates;
provided, however Executive will be entitled to receive any awards which become
fully vested upon Executive's death or disability under the annual management
incentive bonus plan, should the terms thereof provide therefore, and any other
benefits or amounts accrued but not yet paid as of the date of termination;
(iii) Executive will receive any other amounts earned, accrued or owing to
Executive under the plans and programs of the Company.
(iv) If, however, the Executive's employment is terminated by reason of
death after a Notice of Termination has been given either by the Executive for
Good Reason or by the Company other than for Cause, the Company shall also pay
to the Executive's legal representatives in one lump sum the amounts specified
in Sections 7(d)(i) and (iii).
(c) INVOLUNTARY TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION OTHER THAN FOR
GOOD REASON. If Executive is involuntarily terminated by the Company for Cause
or Executive voluntarily terminates his employment other than for Good Reason,
then:
(i) All unvested or unexercisable stock options and restricted stock grants
will be cancelled upon Executive's termination of employment;
(ii) Executive will forfeit Executive's right to receive any Base Salary,
Annual Bonus, equity compensation, or other compensation that has not been fully
earned at the time Executive's employment terminates; provided, however,
Executive will be entitled to receive any benefits or amounts accrued but not
yet paid as of the date of termination; and
(iii) Executive will receive any other amounts earned, accrued or owing to
Executive under the plans and programs of the Company.
(d) INVOLUNTARILY TERMINATION OTHER THAN FOR CAUSE OR VOLUNTARY TERMINATION FOR
GOOD REASON. If Executive is involuntarily terminated by the Company other than
for Cause or Executive voluntarily terminates his employment for Good Reason
within six months after learning of the event constituting Good Reason, then, in
lieu of any other damages or compensation under this Agreement or otherwise,
Executive will receive the payments or other benefits described in this
paragraph; provided (A) Executive does not enter into Competition (as defined
below) with the Company for a period of one year following the termination of
Executive's employment and (B) Executive executes, and does not revoke, a
written waiver and release, in a form which is attached, except that the
condition specified in Clause (A) shall not apply if such termination occurs
during the two-year period after the consummation of a transaction approved by
the stockholders of the Company and described in Section 2(h) of the Company's
2003 Long-Term Incentive Plan, such event being hereafter referred to as a
("Section 2(h) Change in Control") (and such two-year period being hereafter
referred to as the "CIC Period"):
(i) Executive will receive a lump sum severance payment, payable within
sixty (60) days after termination of Executive's employment, equal to the
balance of the Base Salary and Annual Bonus that would have been paid to
Executive had Executive continued to be employed by the Company through the
Employment Term; provided, however, if the termination occurs during the CIC
Period, such lump sum severance payment shall be payable within ten (10) days
after the termination of Executive's employment;
(ii) Executive will be entitled to exercise, in accordance with their
terms, any remaining stock options that had been granted prior to Executive's
termination (all of which will become vested under such circumstances) for the
maximum period permitted under the terms of the grant;
(iii) Executive and Executive's dependents will continue to participate
(with the same level of coverage) for eighteen months in all medical, dental,
hospitalization, accident, disability, life insurance and any other benefit
plans of the Company on the same terms as in effect immediately prior to
Executive's termination unless changed for senior executives generally;
provided, however, that such benefits will be offset to the extent that
Executive or Executive's dependents receive benefits from another source (in
such event, Executive agrees to provide reasonable notice of the receipt of
benefits from another source); and, provided that in the event adverse tax
consequences may result if medical benefits are provided to Executive directly,
the Company will pay Executive the amount necessary to purchase the coverage,
adjusted for taxes, on an after-tax basis.
(iv) Executive will be entitled to outplacement services, at the expense of
the Company, from a provider selected by Executive, subject to a maximum expense
of $7,500.
(v) Executive will receive any other amounts earned, accrued or owing to
Executive under the plans and programs of the Company, including any deferred
compensation under any applicable Company Plan.
8. CAUSE; GOOD REASON.
(a) For purposes of this Agreement, "Cause" means:
(i) gross negligence or a material breach by Executive of Executive's
duties and responsibilities (other than as a result of incapacity due to
physical or mental illness) which is demonstrably willful and deliberate on the
part of Executive, which is committed in bad faith or without reasonable belief
that such breach is in the best interests of the Company, and which is not
remedied within thirty (30) days after receipt of written notice from the
Company specifying such breach; or
(ii) Executive's conviction of a felony, which is materially and
demonstrably injurious to the Company; or
(iii) Executive's engaging in egregious misconduct involving serious moral
turpitude to the extent that his credibility and reputation no longer conforms
to a standard of senior executives of the Company; or
(iv) the commission by the Executive of a material act of dishonesty or breach
of trust resulting or intending to result in a personal benefit or enrichment to
the Executive at the expense of the Company; provided that if the Executive's
employment is terminated during a CIC Period the cessation of Executive's
employment shall not be deemed for Cause unless and until the Company has
delivered to Executive a copy of a resolution duly adopted by not less than 75%
of the entire Board (excluding Executive if Executive is a Board member) at a
meeting of the Board (after reasonable notice to Executive and an opportunity
for Executive, together with counsel, to be heard before the Board), finding
that an event set forth above has occurred and specifying the particulars
thereof in detail.
(b) For purposes of this Agreement, "Good Reason" means:
(i) Executive's rate of annual base salary, the target amount of
Executive's annual cash incentive bonus or, if applicable, any other benefits
under any long-term incentive plan is reduced.
(ii) the Company fails to retain Executive as an Executive Vice President
of the Company;
(iii) a successor, or any subsidiary or affiliate thereof, to the Company
fails to assume this Agreement;
(iv) the Company terminates the Executive's employment other than as
expressly permitted by this Agreement;
(v) during a CIC Period, the Company fails to keep in effect any employee
benefit plan in which Executive is participating immediately prior to such CIC
Period or provide benefits to Executive that are substantially equivalent; or
(vi) during a CIC Period, Executive is required to relocate more than fifty
(50) miles within the state where the Executive maintains his office immediately
prior to such relocation or Executive's principal office is relocated to a
different state or Executive is required to materially increase his business
travel.
(vii) prior to June 30, 2006, Executive is required to relocate.
9. DIRECTORSHIPS; OTHER OFFICES. In the event of termination of employment,
Executive will immediately, unless otherwise requested by the Board, resign from
all directorships, trusteeships, other offices and employment held at that time
with the Company or any of its Affiliates.
10. CONFIDENTIALITY. Executive recognizes and acknowledges that by reason of
Executives' employment by and service to the Company, Executive will have access
to proprietary or confidential information, technical data, trade secrets or
know- how relating to the Company,
which may include, but is not limited to, market and product research and plans,
markets, products, services, customer lists and customers, advertising,
software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, marketing and sales techniques, strategies and programs,
distribution methods and systems, sales and profit figures, pricing and discount
plans, financial and other business information (hereafter, "Confidential
Information"). Executive acknowledges that such Confidential Information is a
valuable and unique asset of the Company and covenants that Executive will not,
either during employment or after the termination of employment, disclose any
such Confidential Information to any person for any reason whatsoever (except as
Executive's duties as an employee of the Company may require) without the prior
written authorization of the CEO, unless such information is in the public
domain through no fault of Executive or except as may be required by law or in a
judicial or administrative proceeding, in which case Executive will promptly
inform the Company in writing of such required disclosure, but in any event at
least two business days prior to the disclosure. All written Confidential
Information (including, without limitation, in any computer or other electronic
format) which comes into Executive's possession during the course of Executive's
employment will remain the property of the Company. Unless expressly authorized
in writing by the CEO, Executive will not remove any written Confidential
Information from the Company's premises, except in connection with the
performance of Executive's duties for the Company and in a manner consistent
with the Company's policies regarding Confidential Information. Upon termination
of employment, Executive agrees immediately to return to the Company all written
and electronic Confidential Information in Executive's possession. For the
purposes of this paragraph, the term "Company" will be deemed to include the
Company and its Affiliates. For purposes of this Agreement, "Affiliate" will
mean an "affiliate" as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.
11. NON-COMPETE: NON-SOLICIT.
(a) The Company's agreement to pay Executive the amounts described under this
Agreement is expressly conditioned on Executive's undertakings under this
paragraph as well as under paragraph 10 above. In exchange for the consideration
provided in the preceding sentence, Executive agrees that during the Employment
Term and for a period of one year after Executive's termination of employment
for any reason, Executive will not, except with the prior written consent of the
CEO, directly or indirectly, engage in Competition. For purposes of this
Agreement, Competition means that Executive commences employment with, or
provides substantial consulting services to, any company that in any way sells,
manufactures, distributes or develops store brand and value brand OTC drug and
nutritional products and/or topical generic prescription pharmaceutical
products, which the Company is currently marketing or actively planning to
market. Notwithstanding anything to the contrary herein, the restrictions
imposed on Executive under this paragraph 11(a) shall cease to apply upon
Executive's termination of employment pursuant to paragraphs 7(c) or 7(d) during
a CIC Period.
(b) The foregoing restrictions will not be construed to prohibit Executive's
ownership of less than five percent of any class of securities of any
corporation which is engaged in any business having a class of securities
registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
provided that such ownership represents a passive investment and that neither
Executive nor any group of persons including Executive in any way, either
directly or indirectly,
manage or exercise control of any such corporation, guarantee any of its
financial obligations, otherwise take any part in its business, other than
exercising Executive's rights as a shareholder, or seek to do any of the
foregoing.
(c) Executive further covenants and agrees that during the Employment Term and
for the period of one year thereafter, Executive will not, except with the prior
written consent of the CEO, directly or indirectly, solicit for employment, any
person who was an employee of the Company at any time during the term of this
Agreement by any employer other than the Company for any position as an
employee, independent contractor, consultant or otherwise. The Company agrees
that the term "solicit for employment" shall not include general solicitations
of employment not specifically directed toward an employee, newspaper or other
periodical advertisements, or general searches conducted by professional
recruiting firms. This covenant will not prevent Executive from giving
references and will not preclude the solicitation or hiring or any individual
after 12 months have elapsed subsequent to the date on which such individual's
employment or engagement by the Company has terminated.
(d) For the purposes of this paragraph 11, the term "Company" will be deemed to
include the Company and its Affiliates.
12. REMEDIES: INJUNCTION.
(a) Executive acknowledges and agrees that the restrictions contained in
paragraphs 10 and 11 are reasonable and necessary to protect and preserve the
legitimate interests, properties, goodwill and business of the Company, that the
Company would not have entered into this Agreement in the absence of such
restrictions and that irreparable injury will be suffered by the Company should
Executive breach any of the provisions of those paragraphs. Executive represents
and acknowledges that (i) Executive has been advised by the Company to consult
legal counsel with respect to this Agreement, and (ii) that Executive has had
full opportunity, prior to execution of this Agreement, to review thoroughly
this Agreement with counsel.
(b) Executive further acknowledges and agrees that a breach of any of the
restrictions in paragraph 10 and 11 cannot be adequately compensated by monetary
damages. Executive agrees that, unless Executive's employment is terminated
pursuant to paragraph 7(d) during a CIC Period (in which case the provisions of
this sentence shall not apply), the Company will be entitled to immediately stop
making, and shall have no further obligation to make, any of the cash
consideration set forth in this Agreement as being conditioned on the covenants
contained in paragraph 11, and that all remaining unvested stock options will be
forfeited if Executive breaches the provisions of that paragraph and that, in
any event, the Company will be entitled to preliminary and permanent injunctive
relief, without the necessity of proving actual damages, as well as provable
damages and an equitable accounting of all earnings, profits and other benefits
arising from any violation of paragraphs 10 and 11, which rights will be
cumulative and in addition to any other rights or remedies to which the Company
may be entitled. In the event that any of the provisions of paragraphs 10 and 11
should ever be adjudicated to exceed the time,
geographic, service, or other limitations permitted by applicable law in any
jurisdiction, it is the intention of the parties that the provision will be
amended to the extend of the maximum time, geographic, service, or other
limitations permitted by applicable law, that such amendment will apply only
within the jurisdiction of the court that made such adjudication and that the
provision otherwise be enforced to the maximum extent permitted by law.
(c) Executive irrevocably and unconditionally (i) agrees that any suit, action
or other legal proceeding arising out of paragraphs 10 and 11, including without
limitation, any action commenced by the Company for preliminary and permanent
injunctive relief and other equitable relief, may be brought in the United
States District Court for the District of Michigan, or if such court does not
have jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in Allegan or Kent Counties, Michigan, (ii) consents to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding, and (iii) waives any objection which Executive may have to the
laying of venue of any such suit, action or proceeding in any such court.
(d) For the purposes of this paragraph 12, the term "Company" will be deemed to
include the Company and its Affiliates.
13. INTELLECTUAL PROPERTY. To the fullest extent permitted by applicable law
all intellectual property (including patents, trademarks, and copyrights) which
are made, developed or acquired by Executive in the course of Executive's
employment with the Company will be and remain the absolute property of the
Company, and Executive shall assist the Company in perfecting and defending its
rights to such intellectual property.
14. INDEMNIFICATION. As provided for in the Indemnification Agreement between
Executive and the Company, the Company will, during and after termination of
employment, indemnify Executive (including providing advancement of expenses)
for any judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred by Executive in connection with the defense
of any lawsuit or other claim or investigation to which Executive is made, or
threatened to be made, a party or witness by reason of being or having been an
officer, director or employee of the Company or any of its subsidiaries or
affiliates. In addition, Executive will be covered under any directors and
officers' liability insurance policy for his or her acts (or non-acts) as an
officer or director of the Company or any of the subsidiaries or affiliates to
the extent the Company provides such coverage for its senior executive officers.
15. NO SET-OFF: NO MITIGATION REQUIRED. The obligation of the Company to make
any payments provided for hereunder and otherwise to perform its obligations
hereunder will not be affected by any set-off, counterclaim, recoupment, defense
or other claim, right or action which the Company may have against Executive or
others. In no event will Executive be obligated to seek other employment or take
other action by way of mitigation of the amounts payable to Executive under any
of the provisions of this Agreement, and such amounts will not be reduced
(except as otherwise specifically provided herein) whether or not Executive
obtain other employment.
16. CORPORATE TRANSACTIONS, IMPACT ON EQUITY COMPENSATION. In the event of any
change in the outstanding shares of the Company's Common Stock (including any
increase or decrease in such shares) by reason of any stock dividend or split,
recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other similar corporate change,
or any distributions to common stockholders other than regular cash dividends,
the Company will make an adjustment of equivalent value as to the number of
shares of Common Stock provided for in this agreement to the extent authorized
or permitted by the 2003 Long-Term Incentive Plan.
17. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Michigan.
18. ASSIGNMENTS: TRANSFERS; EFFECTS OF MERGER.
(a) No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company except that such rights or obligations
may be assigned or transferred pursuant to a merger or consolidation in which
the Company is not the continuing entity, or pursuant to the sale or transfer of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company.
(b) This Agreement will not terminated by any merger, consolidation or transfer
of assets of the Company referred to above. In the event of any such merger,
consolidation or transfer of assets, the provisions of this Agreement will be
binding upon the surviving or resulting corporation or the person or entity to
which such assets are transferred.
(c) The Company agrees that concurrently with any merger, consolidation or
transfer of assets referred to above, it will cause any successor or transferee
unconditionally to assume, either contractually or as a matter of law, all of
the obligations of the Company hereunder.
(d) This Agreement will inure to the benefit of, and be enforceable by or
against, Executive or Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributes, designees or legatees. None of
Executive's rights or obligations under this Agreement may be assigned or
transferred by Executive other than Executive's rights to compensation and
benefits, which may be transferred only by will or operation of law. If
Executive should die while any amounts or benefits have been accrued by
Executive but not yet paid as of the date of Executive's death and which would
be payable to Executive hereunder had Executive continued to live, all such
amounts and benefits unless otherwise provided herein will be paid or provided
in accordance with the terms of this Agreement to such person or person
appointed in writing by Executive to receive such amounts or, if no such person
is so appointed, to Executive's estate.
19. NOTICES AND OTHER COMMUNICATIONS. All notices and communications hereunder
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to the Company: Perrigo Company
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax Number: (000) 000-0000
Attention: Senior Vice President Human Resources
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
20. MODIFICATION. No provisions of this Agreement may be waived, modified or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by both Executive and CEO. No waiver by any party hereto at any time of
any breach by any other party hereto, of, or compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior subsequent time.
21. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supersedes
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of the subject matter contained
herein.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
XXXXXXX X. XXXXXXX PERRIGO COMPANY
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx
Executive Vice President -- CFO Chief Executive Officer
Date: 07/21/2005 Date: 07/21/2005
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