EXHIBIT 10.8
February 23, 2001
Xx. Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000
RE: RETIREMENT AGREEMENT AND APPOINTMENT AS AN EMPLOYEE ADVISOR
Dear Xxxx:
This Retirement Agreement (the "Agreement") between you and SMC
Corporation (the "Company") contains the terms and conditions of your retirement
from your capacity as CEO with the Company and your continuing role as an
employee of the Company. As used in this Agreement, "the Company" includes all
of its related entities, including, without limitation, all parent, subsidiary,
affiliate, predecessor and successor organizations, and all current or former
corporate officers, directors, employees, shareholders, insurers, attorneys,
agents or assigns for all organizations and corporations referred to in this
paragraph.
1. RETIREMENT; APPOINTMENT AS AN EMPLOYEE ADVISOR.
Following your official retirement as CEO, the Company shall appoint
you as an employee advisor. As an employee advisor, you shall provide advisory
services and such other services to the Company as the Chief Executive Officer
or the President of the Company may from time to time request. You shall serve
as an employee advisor to the Company for so long as you continue to live. You
acknowledge that you will not have any rights, authority or privileges
associated with this title except as provided expressly in this Agreement.
Your position as an employee advisor shall be advisory in nature only,
and you shall have no vote or right to consent on any action taken by the Board
of Directors. As an employee advisor, you shall have no duties or obligations to
the Corporation or its shareholders as a director of the Corporation, whether
pursuant to the Oregon Business Corporation Act or the Investment Company Act of
1940 or otherwise; nor shall you have any rights as a director under the Oregon
Business Corporations Act, the Company's Articles or Bylaws, or otherwise.
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ADVISING COMPENSATION. As an employee advisor providing advisory
services to the Company, you will receive compensation in an amount equal to
$12,000 per year continuing until your death. Payment shall be made on regular
Company paydays beginning in the next regular payday after your official
retirement as CEO. Additionally, as an employee, your company health benefits
will be available until your death. The costs of such health benefits shall be
borne by the Company. You agree that the Company will make appropriate
withholding of the payments described herein.
2. RETIREMENT BENEFITS.
No benefits of any kind will be provided specifically related to your
retirement.
As you will remain an employee, all stock options in your stock option
agreements (the "Option Agreements") shall not be terminated by reason of your
retirement from the Company. Your options shall otherwise be governed by the
terms of the Option Agreements and the Plan.
3. EFFECT OF AGREEMENT.
Upon your official retirement, except as otherwise specified in this
Agreement, you will cease participation in all plans and benefits generally
provided to Company officers and employees and will not receive any other
compensation or employee benefits, including, without limitation, any benefits
under any severance, compensation or other plan, policy or practice maintained
by the Company. You further acknowledge and agree that the Benefits provided to
you under this Agreement are in lieu of, and not in addition to, any Company
severance plan or any other plan, policy or practice that otherwise might be
applicable to you.
4. ADVICE TO CONSULT WITH ATTORNEY.
YOU HAVE BEEN, AND HEREBY ARE, ADVISED TO CONSULT WITH AN ATTORNEY REGARDING
THIS AGREEMENT AND TO CAREFULLY CONSIDER THE TERMS OF THIS AGREEMENT, INCLUDING
THE TERMS REGARDING THE RELEASE OF CLAIMS SET FORTH IN PARAGRAPH 6.
5. ENTIRE AGREEMENT.
You acknowledge that no representations have been made to you by the
Company other than those set forth herein.
You acknowledge and agree that this Agreement supersedes and replaces
all remaining obligations, if any, contained in any agreement, promise or offer.
You also acknowledge and agree that the compensation and benefits provided under
this Agreement are in lieu of, and not in addition to, the compensation and
benefits, if any, provided under any other agreement, promise or offer or any
policy, plan or practice maintained by the Company.
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If you agree to the terms and conditions of this Agreement, please sign
and return the enclosed copy of this Agreement.
Sincerely,
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
President and Chief Operating Officer
ACKNOWLEDGMENT AND AGREEMENT:
I have read this Agreement and consulted with my attorney before signing. I
understand that by signing below, I am entering a legal agreement. I have chosen
voluntarily to enter this Agreement after careful consideration.
XXXX XXXXXX Date MARCH 7, 2001
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Xxxx Xxxxxx
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