AMENDED AND RESTATED AGREEMENT made October 11, 2000, as of
September 1, 2000, by and between TRANS-LUX CORPORATION, a Delaware corporation,
transacting business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter
referred to as "Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, residing at ▇.▇. ▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "▇▇▇▇▇▇").
WHEREAS, the parties have heretofore entered into an employment
agreement dated as of July 1, 1998; and
WHEREAS, the parties desire to amend such agreement effective as of
September 1, 2000, but (i) ▇▇▇▇▇▇'▇ right to change designees was waived and
deleted as of July 1, 1998 and (ii) all rights and benefits which accrued or
accrue to ▇▇▇▇▇▇ thereunder on or prior to September 1, 2000 shall not be
abrogated and shall remain in full force and effect; and
WHEREAS, the parties desire to restate such agreement in its
entirety as amended hereby; and
WHEREAS, ▇▇▇▇▇▇ for approximately fifty (50) years has been
continuously engaged as an employee, officer, consultant and/or director of the
Company, and for approximately thirty-six (36) years and thirty-two (32) years
respectively has been an executive officer and chief executive manager of the
affairs of the Company and its subsidiaries and affiliates; and
WHEREAS, ▇▇▇▇▇▇ has had a long, continuously successful experience
and performance in the business operations of the Company and has a unique and
deep knowledge of the management, needs, trade secrets, know-how and affairs of
the Company and its subsidiaries and affiliates; and
WHEREAS, by reason of all of the aforesaid, ▇▇▇▇▇▇'▇ services are
uniquely valuable and advantageous to the Company; and
WHEREAS, it is the considered judgment of the Board of Directors of
the Company that it is in the best interests and to the advantage of the Company
that it secure to itself additional commitments from ▇▇▇▇▇▇ for the performance
of employment and consulting services to the Company to the extent and upon the
terms hereinafter provided;
NOW, THEREFORE, in consideration of the mutual premises herein
contained, the parties agree with each other that the following is their amended
and restated agreement ("Agreement") in its entirety effective September 1,
2000:
1. The Company hereby engages ▇▇▇▇▇▇ to perform employment and
consulting services to the Company on the terms and conditions hereinafter set
forth, and ▇▇▇▇▇▇ hereby accepts such employment and engagement with the Company
for a term ("Term") of ten and one-third (10-1/3) years commencing on September
1, 2000 and ending on December 31, 2010. The employment term ("Employment
Term") shall be for a period of one and one-third (1 1/3) years commencing on
September 1, 2000 and ending December 31, 2001. The consulting term
("Consulting Term") shall be for a period of nine (9) years commencing on
January 1, 2002 and ending on December 31, 2010. Notwithstanding the foregoing,
(i) ▇▇▇▇▇▇ may terminate the Term of this Agreement on December 31, 2001 and on
December 31 of each year thereafter, on no less than six (6) months prior
written notice, in which event the Term shall end on such December 31 to the
same effect as if such date was fixed herein as the date for the end of the
Term, and (ii) on no less than thirty (30) days prior written notice, ▇▇▇▇▇▇ may
terminate the Employment Term, in which case the Consulting Term shall commence
on the day following the effective date of termination of the Employment Term in
lieu of January 1, 2002.
2 (a) During the Employment Term, ▇▇▇▇▇▇ will serve the Company
faithfully and diligently and shall render to the Company such services as are
appropriate to be rendered by the Chairman of the Board and such additional
executive services as may be reasonably assigned to him from time to time by the
Board of Directors of the Company, or by the Executive Committee of the Board of
Directors of the Company, provided that such services are of a type, dignity and
nature appropriate to the Chairman of the Board of Directors and former chief
executive officer and executive manager of the Company and of similar
responsibility and authority as presently being rendered by ▇▇▇▇▇▇. ▇▇▇▇▇▇
shall render such services primarily in Santa Fe, New Mexico, or such other
location in the United States designated by ▇▇▇▇▇▇ and shall devote such time
and attention as may be reasonably necessary to effect the efficient discharge
of his duties hereunder.
(b) During the Consulting Term, ▇▇▇▇▇▇ will render to the
Company such consulting services as may be reasonably assigned to him from time
to time by the Board of Directors of the Company, or by the Executive Committee
of the Company, provided that such services are of a type, dignity and nature
appropriate to the Chairman of the Board of Directors and former chief executive
officer and executive manager of the Company and further provided that: (i)
such consulting services shall be required to be rendered by him only in Santa
Fe, New Mexico or such other location in the United States designated by ▇▇▇▇▇▇,
(ii) ▇▇▇▇▇▇'▇ inability to act as such consultant by reason of illness,
disability or lack of capacity shall not be deemed a breach of this Agreement,
and (iii) in ▇▇▇▇▇▇'▇ sole opinion the rendition of such services shall not be
detrimental or injurious to his health. It is further agreed that such services
shall not require more than sixty (60) hours service during any month; that
▇▇▇▇▇▇'▇ unavailability at any particular time shall not constitute a breach of
this Agreement; that ▇▇▇▇▇▇ may, in his sole opinion, determine that such
services may be rendered by telephone, mail or other means of communication; and
that ▇▇▇▇▇▇'▇ failure to render such services because of his absence from Santa
Fe, New Mexico or such other location in the United States designated by ▇▇▇▇▇▇
shall not be deemed a breach of this Agreement. ▇▇▇▇▇▇ shall be the sole and
absolute judge of his ability to render such consulting services, and ▇▇▇▇▇▇'▇
conclusion that the rendition thereof would be harmful to him shall absolve and
excuse ▇▇▇▇▇▇ from the rendition of such consulting services.
(c) During the Term the Company shall use its best efforts
to nominate and elect ▇▇▇▇▇▇ from year to year as the Chairman of the Board, a
director, and a member of the Executive Committee of the Company. In the event
that ▇▇▇▇▇▇ shall not be elected at all times during the Term hereof as the
Company's Chairman of the Board of Directors, as a member of its Board of
Directors, and as a member of the Executive Committee, the same shall, at
▇▇▇▇▇▇'▇ option, constitute a material breach of this Agreement by the Company
unless the Company shall completely cure such breach within thirty (30) days
from receiving notice from ▇▇▇▇▇▇ specifically setting forth the claimed breach.
Upon (i) failure of the Company to cure such breach, or (ii) in the event there
is a "Change-in-Control" as hereinafter defined, ▇▇▇▇▇▇, at his option, shall at
any time thereafter be entitled to terminate his obligations hereunder by notice
("Notice") to the Company, specifically including the rendition of any services
by him to the Company. After the giving of the Notice, the Company shall pay to
▇▇▇▇▇▇, notwithstanding such termination, all sums payable or otherwise provided
to ▇▇▇▇▇▇ under this Agreement for the balance of the Term, including, but not
limited to: (i) the salary and fees, Profit Participation and Bonus payments
provided to be paid to him pursuant to Paragraphs 3(a), (b), (c) and (d) for the
period from the date of such Notice of termination through December 31, 2010;
and (ii) the insurance and other benefits provided under this Agreement. The
aforesaid sums and benefits shall be paid or provided to ▇▇▇▇▇▇ as follows: (i)
the aggregate salary and fees provided to be paid for the balance of the Term
pursuant to Paragraphs 3(a) and (b) shall be paid to ▇▇▇▇▇▇ in one lump sum ten
(10) days after such Notice of termination, in the same aggregate amounts as are
so provided in said Paragraphs 3(a) and (b) to be paid for the balance of the
Term (adjusted for the CPI Adjustment, as hereinafter defined, to the date of
such payment); and (ii) the sums provided to be paid pursuant to Paragraphs 3(c)
and (d) and the insurance and other benefits provided under this Agreement,
shall be paid or provided to ▇▇▇▇▇▇ in the same manner, at the same times, and
in the same amounts as is provided in the said Paragraphs (c) and (d) and in
Paragraph 4 and elsewhere in the Agreement to be paid or provided during the
balance of the Term.
(d) Nothing contained in this Agreement shall in any way
limit or prevent ▇▇▇▇▇▇ from:
(i) being connected with, in any manner whatsoever,
including, without limiting the generality of the
foregoing, as owner, investor, executive or director or
otherwise in any business whatsoever, including, without
limiting the generality thereof, the business of
producing, distributing or exhibiting motion pictures, or
the business of film booking and buying, so long as the
business is not directly competitive with any business of
the Company;
(ii) owning or dealing in the stock or securities
of any corporation whose stocks or securities are traded
on any public market provided that such holdings of
▇▇▇▇▇▇ in any individual corporation that is a direct
competitor of the Company shall not exceed five (5%)
percent of the outstanding securities of any class of any
such corporation.
(e) A "Change-in-Control" shall occur if, after the date
hereof (i) any Person is or becomes the beneficial owner, directly or
indirectly, through a purchase, merger or other acquisition transaction or
series of transactions of shares of capital stock of the Company entitling such
Person to exercise 20% or more of the total voting power of all shares of
capital stock of the Company entitled to vote generally in the election of
directors; (ii) the Company sells or transfers all or substantially all of the
assets of the Company to another Person; (iii) there occurs any consolidation of
the Company with, or merger of the Company into, any other Person, any merger of
another Person into the Company other than (a) a merger which does not result in
any reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock and Class B Stock, (b) a merger which is effected solely to
change the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock, or (c) a transaction in which the
stockholders of the Company immediately prior to such transaction owned,
directly or indirectly, immediately following such transaction, a majority of
the combined voting power of the voting capital stock of the corporation
resulting from the transaction, such stock to be owned by such stockholders in
substantially the same proportion as their ownership of the voting stock of the
Company immediately prior to such transaction; (iv) a change in the Board of
Directors in which the individuals who constituted the Board of Directors at the
beginning of the 24-month period immediately preceding such change (together
with any other director whose election by the Board of Directors or whose
nomination for election by the stockholders of the Company was approved by a
vote of at least a majority of the directors then in office either who were
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the directors then in office; or (v) the Common Stock is the subject
of a "Rule 13e-3 transaction" as defined under the Securities Exchange Act of
1934 ("Exchange Act"). For purposes of this Section 2, the term "Person" means
any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof. Such term also (i) includes any
syndicate or group deemed to be a "Person" under Section 13(d)(3) of the
Exchange Act, but (ii) excludes ▇▇▇▇▇▇, the Company, any Subsidiary, any
existing Person (including, directly or indirectly, the immediate family
(parents, spouse, children, stepchildren, brothers or sisters) of any such
Person), who currently beneficially owns shares of the Company's capital stock
with 20% or more of the voting power as described above, or any current or
future employee or director benefit plan of the Company or any Subsidiary of the
Company or any entity holding capital stock of the Company for or pursuant to
the terms of such plan, or any underwriter engaged in a firm commitment
underwriting in connection with a public offering of capital stock of the
Company.
"Subsidiary" means a corporation of which more than
50% of the issued and outstanding stock entitled to vote for the
election of directors (otherwise than by reason of default in
dividends) is at the time owned or controlled, directly or
indirectly, by the Company.
3 (a) During the Employment Term the Company agrees to pay
▇▇▇▇▇▇ the following, in addition to Directors' fees and fees as a member of the
Executive Committee and other Committees, if any, of the Board of Directors of
the Company (such fees to be paid as if ▇▇▇▇▇▇ was not an employee of the
Company and in the same amounts as non-employee directors are paid):
(i) A salary at the rate of $325,307.33 per annum
for the balance of 2000, and for each calendar year
thereafter during the Employment Term, subject to the CPI
Adjustment for calendar years subsequent to 2000, as
hereinafter provided;
(ii) A fee as Chairman at the rate of $65,771.28
per annum for the balance of 2000 and for each calendar
year thereafter during the Employment Term, subject to
the CPI Adjustment for calendar years subsequent to 2000,
as hereinafter provided:
(iii) An additional fee as Chairman at the rate of
$25,555.55 per annum payable at the end of each calendar
year.
(b) During the Consulting Term the Company agrees to pay
▇▇▇▇▇▇, in addition to Directors' fees and fees as a member of the Executive
Committee and other Committees, if any, of the Board of Directors of the Company
(such fees to be paid as if ▇▇▇▇▇▇ was not an employee of the Company and in the
same amounts as non-employee directors are paid), a sum at the rate of
$339,115.40 per annum, subject to the CPI Adjustment for calendar years
subsequent to 2000, as hereinafter provided, plus a fee as Chairman at the rate
of $28,500 per annum for each calendar year or portion thereof, subject to the
CPI adjustment for calendar years subsequent to 2000, as hereinafter provided,
plus the fee in Paragraph 3(a)(iii) through December 31, 2002.
(c) During the Term the Company agrees to pay ▇▇▇▇▇▇ (i) an
amount equal to one and one-half percent (1-1/2%) of the Company's pre-tax
consolidated earnings, as hereinafter defined, in each calendar year (including
the full 2000 calendar year) during the Employment Term hereof and the
Consulting Term hereof, (hereinafter the amounts payable under this Paragraph
3(c) are collectively referred to as the "Profit Participation"). Such pre-tax
consolidated earnings shall be fixed and determined by the independent certified
public accountants regularly employed by the Company. Such independent
certified public accountants, in ascertaining such pre-tax consolidated
earnings, shall apply all accounting practices and procedures heretofore applied
by the Company's independent certified public accountants in arriving at such
annual pre-tax consolidated earnings as disclosed in the Company's annual
statement for that year of profit and loss released to its stockholders. The
determination by such independent certified public accountants shall be final,
absolute and controlling upon the parties. Payment of such amount, if any is
due, shall be made for each year by the Company to ▇▇▇▇▇▇ within thirty (30)
days after such accountant shall have furnished such statement to the Company
disclosing the Company's pre-tax consolidated earnings for such calendar year.
The Company undertakes to use its reasonable efforts to cause said accountants
to prepare and furnish such statements within one hundred thirty (130) days from
the close of each such fiscal year and to cause said independent certified
public accountants, concomitantly with the delivery of such statement by said
accountants to it, to deliver a copy of such statement to ▇▇▇▇▇▇. The Company
shall not have any liability to ▇▇▇▇▇▇ arising out of any delays with respect to
the foregoing.
(d) The Board of Directors of the Company, upon the
recommendation of the Compensation Committee of the Board of Directors, shall
consider no later than May of each year the grant of a bonus ("Bonus") to ▇▇▇▇▇▇
based upon the performance of ▇▇▇▇▇▇ during the immediate preceding year during
the Term. In determining whether to grant any such bonus and the amount
thereof, consideration may be given to the performance of the Company in light
of competitive and economic conditions. Notwithstanding the foregoing, the
Company shall pay to ▇▇▇▇▇▇ the highest Bonus applicable for each calendar year
ending December 31, commencing December 31, 2000, in the respective amounts
hereinafter set forth, in the event the Company's pre-tax consolidated earnings
for any year during the Term determined in accordance with Paragraph 3(c), meets
or exceeds the respective amounts hereinafter set forth.
If Pre-Tax Consolidated Annual Non-Cumulative Level of
Earnings in Any Year Exceed Bonus Payable
--------------------------- -------------
$ 250,000 5,000
500,000 10,000
750,000 15,000
1,000,000 20,000
1,250,000 31,250
1,500,000 37,500
1,750,000 43,750
2,000,000 50,000
Over 2,000,000 $50,000 plus 2-1/2% of each full increment of
$250,000 over $2,000,000, the total annual bonus not
to exceed $130,429 (e.g., if $2,900,000, $50,000 plus
2-1/2% of $750,000 or $50,000 plus $18,750 =
$68,750). The maximum of $130,429 payable
hereunder shall be subject to the CPI Adjustment
for years following 2000 as hereinafter provided.
(e) Notwithstanding Paragraphs 3(c) and 3(d) of this
Agreement, for purposes of Paragraphs 3(c) and 3(d) of this Agreement, there
shall be excluded from the calculation of pre-tax consolidated earnings during
the Term of this Agreement (i) the amount by which (x) any item or items of
unusual or extraordinary gain in the aggregate exceeds 20% of the Company's net
book value as at the end of the immediate preceding calendar year or (y) any
item of unusual or extraordinary loss in the aggregate exceeds 20% of the
Company's net book value as at the end of the immediate preceding calendar year,
in each case in (x) and (y) above as determined in accordance with generally
accepted accounting principles, and items of gain and loss shall not be netted
against each other for purpose of the above 20% calculation, (ii) any effect of
FASB 109 or similar promulgation, (iii) any direct effect on pre-tax
consolidated earnings of write-offs of existing prepaid financing costs prior to
the normal amortization schedule of such financings provided however that for
the purposes of this Paragraph 3(e), such financing costs shall thereafter be
amortized in accordance with such normal amortization schedule of such
financings, or (iv) any contractual Bonuses and/or Profit Participations accrued
or paid to ▇▇▇▇▇▇ and other employees. Each Bonus payment shall be made in
accordance with the time provisions set forth in Paragraph 3(c).
Notwithstanding the foregoing, the Board may, in any event, even if any of the
aforesaid pre-tax consolidated earnings levels are not exceeded, ▇▇▇▇▇ ▇▇▇▇▇▇
the aforesaid Bonus or any portion thereof for any such year or any other bonus
based on his performance.
In the event ▇▇▇▇▇▇ is entitled to or is awarded a Bonus, the
Company shall notify ▇▇▇▇▇▇ thereof no later than May 31 following such year and
▇▇▇▇▇▇ shall have the option of receiving such bonus in (i) cash, (ii) Common
Stock and/or Class A Stock of the Company or (iii) cash and Common Stock and/or
Class A Stock in such ratio as ▇▇▇▇▇▇ elects. Such election shall be made by
▇▇▇▇▇▇ by written notice to the Company and the Company shall pay said Bonus in
the form elected by ▇▇▇▇▇▇ within fourteen (14) days after receipt of ▇▇▇▇▇▇'▇
written notice thereof. Upon ▇▇▇▇▇▇'▇ failure to make such election within
sixty (60) days after notice to ▇▇▇▇▇▇ from the Company of the Bonus, such Bonus
shall be paid in cash to ▇▇▇▇▇▇ on the day following the expiration of said
sixty (60) day period. In the event ▇▇▇▇▇▇ elects to receive any such Bonus in
Common Stock and/or Class A Stock of the Company, the same shall be valued at
the latest closing price of such Common Stock and/or Class A Stock, as the case
may be, on (i) the American Stock Exchange (or other principal stock exchange on
which the Company's Common Stock and/or Class A Stock is listed or, (ii) if not
so listed, on the Nasdaq National Market System ("NMS") or any comparable system
if listed thereon, or (iii) if not quoted on the NMS or a comparable system, at
the mean between the average of the high and low bid and asked prices on the
over-the-counter market) on the date of ▇▇▇▇▇▇'▇ election. If there is no trade
on such date on any such exchange or market, then the closing price on the date
on which it last traded.
(f) The Company may make appropriate deductions from the said
payments required to be made in this Paragraph 3 to ▇▇▇▇▇▇, to comply with all
governmental withholding requirements.
The payments provided in Paragraphs 3(a) and (b) shall be made in
equal weekly installments, or as otherwise may be the practice of the Company in
making similar payments, but not less often than once monthly. The payments
provided to be made to ▇▇▇▇▇▇ pursuant to said Paragraphs 3(a) and (b),
excluding Paragraph 3(a)(iii), shall each be appropriately adjusted upward ("CPI
Adjustment") for inflation at the beginning of each calendar year commencing in
2001 based on the United States Department of Labor Bureau of Labor Statistics,
Consumer Price Index, United States City Average, all items (2000=100). The CPI
Adjustment shall be paid retroactively when determined, for payments already
made in the applicable calendar year.
▇▇▇▇▇▇ shall also be entitled to reimbursement from the Company for
the amount of the social security payments payable by ▇▇▇▇▇▇ based on amounts
paid to him under this Agreement to the extent such social security payments
would have been made by the Company if the fees under Paragraphs 3(a)(ii) and
3(b) were paid as a salary. Any such reimbursement payable by the Company
hereunder shall be grossed up to take into account and reimburse ▇▇▇▇▇▇ for any
tax consequences resulting therefrom.
This Agreement shall not be deemed abrogated or terminated if the
Company, in its discretion, shall determine to increase the compensation of
▇▇▇▇▇▇ for any period of time, or if ▇▇▇▇▇▇ shall accept such increase.
(g) If, during the Term of this Agreement, ▇▇▇▇▇▇ shall be
prevented from performing or be unable to perform, or fail to perform his duties
by reason of illness or any other incapacity or disability, the payments and/or
benefits provided in Paragraphs 3 and 4 and elsewhere in this Agreement to be
made or provided to ▇▇▇▇▇▇, shall continue to be made or provided to ▇▇▇▇▇▇ for
the balance of the Term, without any reduction whatsoever, at the same times, in
the same manner, and in the same amounts as provided in Paragraphs 3 and 4 and
elsewhere in this Agreement. If ▇▇▇▇▇▇ shall die during the Term, the Company
shall pay to ▇▇▇▇▇▇'▇ widow and/or issue, as provided below in this paragraph,
an amount equal to the aggregate payments provided to be made under Paragraphs 3
(a), (b), (c) and (d) that otherwise would have been payable to ▇▇▇▇▇▇ during
the Term but for his death, for the balance of the Term through December 31,
2010, without any reduction whatsoever. In calculating the respective payments
hereunder to be made under Paragraphs 3(c) and 3(d), such amounts shall
respectively equal (i) the highest Profit Participation provided for in
Paragraph 3(c) hereof and (ii) the highest Bonus payment provided for in
Paragraph 3(d) hereof, received in each case by ▇▇▇▇▇▇ during the seven (7) year
period preceding his death (including for this calculation any payments of
Profit Participation and Bonus paid to ▇▇▇▇▇▇ under any prior employment
agreement). Such payments of the amounts provided in Paragraphs 3(a), (b), (c)
and (d) shall be made at the same times, in the same manner, and in the same
amounts as provided in Paragraphs 3(a), (b), (c) and (d) as follows: fifty
percent (50%) to ▇▇▇▇▇▇'▇ widow, if she shall survive him, and in such event the
remaining fifty percent (50%) shall be equally divided among his surviving
issue, per stirpes and not per capita. In the event that ▇▇▇▇▇▇'▇ wife shall
predecease him or, having survived him, shall die during the balance of the Term
ending December 31, 2010, the entire amounts thereafter payable during the
balance of the Term shall be payable as provided in Paragraphs 3(a), (b), (c)
and (d) in equal shares to his surviving issue, per stirpes and not per capita.
4. (a) The Company will continue to furnish to ▇▇▇▇▇▇ (provided
▇▇▇▇▇▇ is insurable) a policy of life insurance upon ▇▇▇▇▇▇'▇ life, the term of
which shall continue during the Term through December 31, 2010. Such policy
shall provide that ▇▇▇▇▇▇, upon the expiration of said policy, shall have a
conversion right privilege, if same is available. Said policy shall provide for
a death benefit of $250,000 payable as follows:
Sixty (60%) percent of the death benefit of such policy
to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, his wife, and in such event the remaining forty (40%)
percent of such death benefit shall be equally divided among his surviving
issue, per stirpes and not per capita. In the event that ▇▇▇▇▇▇'▇ wife shall
predecease him, then such policy shall provide that the entire death benefit
payable thereunder shall be payable in equal shares to his surviving issue, per
stirpes and not per capita.
If ▇▇▇▇▇▇ shall not be insurable, or if the amount of such insurance
is less than $250,000, then, upon ▇▇▇▇▇▇'▇ death during the Term hereof, the
Company shall in every event, pay to ▇▇▇▇▇▇'▇ said widow and/or issue as
provided above in this Paragraph 4(a), the amount of such uninsured portion
within 30 days after ▇▇▇▇▇▇'▇ said death. For example, if the amount of
insurance is $130,000, then $120,000 shall be paid by the Company to ▇▇▇▇▇▇'▇
said widow and/or issue within 30 days after ▇▇▇▇▇▇'▇ death.
(b) The Company shall also provide to ▇▇▇▇▇▇ and his wife
during the Term, at the Company's expense, medical insurance coverage for ▇▇▇▇▇▇
and his wife at least at the same levels as in effect for him on the date of the
execution of this Agreement, as well as any other group insurance plan,
hospitalization plan (subject to Medicare reimbursements), medical service plan
or any other benefit plan which Company may have in effect during the Term.
Included in such plans and benefits that the Company will make available or pay
to ▇▇▇▇▇▇ are travel and accident insurance and Christmas bonuses to the extent
the same are made available or paid to the senior executives of the Company.
▇▇▇▇▇▇ shall also be entitled to any other insurance and other employee
benefits, including life insurance, which are available to senior executives of
the Company. Notwithstanding the foregoing, ▇▇▇▇▇▇ acknowledges and agrees that
(i) ▇▇▇▇▇▇ is accepting $50,000 of group term life insurance in place of the
larger amount of group term life that ▇▇▇▇▇▇ otherwise would be entitled to and
(ii) ▇▇▇▇▇▇ is not entitled to participate in the Company's existing pension
plan ("Pension Plan") and the Company agrees to reimburse ▇▇▇▇▇▇ for any and all
tax liabilities relating to (x) said Pension Plan and (y) previous payments to
▇▇▇▇▇▇ from said Pension Plan, resulting from ▇▇▇▇▇▇ entering into this or prior
employment agreements and/or becoming an employee of the Company. Any such
reimbursement by the Company shall be grossed up to take into account and
reimburse ▇▇▇▇▇▇ for any tax consequences resulting from such reimbursement.
The Company shall also continue to pay for and/or reimburse ▇▇▇▇▇▇ or his widow
for premiums paid (similarly grossed up for tax purposes) for second to die life
insurance policy on their lives which is presently in place. ▇▇▇▇▇▇'▇ widow
shall also be entitled to receive health benefits as and to the extent provided
by resolution of the Board of Directors adopted on September 23, 1999.
5. The Company agrees that during the Term hereof ▇▇▇▇▇▇ shall be
provided with appropriate secretarial and administrative support, office space
and office equipment in connection with his services under this Agreement. The
Company shall also reimburse ▇▇▇▇▇▇ for all out-of-pocket expenses incurred by
him in furtherance of the business and activities of the Company, including
travel, board and hotel expenses. During the Term hereof, ▇▇▇▇▇▇ shall be
entitled to reasonable periods of sick-leave in each year and vacations not in
excess of a total of six (6) weeks in any one year. The Company shall also
furnish ▇▇▇▇▇▇ with a car and driver, as may be requested by ▇▇▇▇▇▇ during the
Term hereof.
6. A waiver by either party of any of the terms and conditions of
this Agreement in any instance shall be in writing and shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof.
7. Any and all notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given when deposited in the
United States mails, certified or registered, addressed as follows:
To ▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
P. ▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
To Company: Trans-Lux Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att: CEO
Either party may, by written notice to the other, change the address to which
notices are to be addressed.
8. The Company may itself, or through any of its subsidiaries or
affiliates, make payment to ▇▇▇▇▇▇ of the compensation due him hereunder,
provided, however, that if such payment be made by a company other than the
Company, that fact shall not relieve the Company of its obligations hereunder,
except with respect to the extent of the amounts so paid.
9. The provisions hereof shall be binding upon and shall inure to
the benefit of ▇▇▇▇▇▇, his heirs, executors and administrators and the Company
and its successors. During the Term of this Agreement, if the Company shall at
any time be consolidated or merged into any other corporation, or if
substantially all of the assets of the Company are transferred to any other
corporation, the provisions of this Agreement shall be binding upon and inure to
the benefit of the corporation resulting in such merger, or to which such assets
shall have been transferred, and this provision shall apply in the event of any
subsequent merger, consolidation or transfer.
10. Whenever in this Agreement the term "issue" is used it shall
mean natural issue except in the case of ▇▇▇▇▇▇'▇ grandchildren issue shall
include grandchildren legally adopted by ▇▇▇▇▇▇'▇ natural children.
11. This Agreement contains all the understandings and agreements
arrived at between the parties in relation to the subject matter and supersedes
as of September 1, 2000 the employment agreement between the parties dated as of
July 1, 1998. Notwithstanding this amendment and restatement of ▇▇▇▇▇▇'▇
employment agreement with the Company dated July 1, 1998 (i) the right of ▇▇▇▇▇▇
to change designees was waived and deleted as of July 1, 1998 and (ii) all
rights and benefits which accrued or accrue to ▇▇▇▇▇▇ on or prior to September
1, 2000 under said July 1, 1998 employment agreement shall not be abrogated by
this amendment and restatement and shall remain in full force and effect and
this employment agreement shall not affect any agreement other than said July 1,
1998 employment agreement between ▇▇▇▇▇▇ and the Company including but not
limited to any insurance agreements. The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
12. This Agreement shall not be varied, altered, modified, changed
or in any way amended, except by an instrument in writing, executed by the
parties hereto, or their legal representatives.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has executed and the Company has caused
its Vice Chairman, on its behalf, to execute this Agreement, on the day and year
first above written.
TRANS-LUX CORPORATION
/s/ ▇▇▇ ▇▇▇▇
By:------------------------------
Vice Chairman
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
