Exhibit 10.4
TBC CORPORATION
EXECUTIVE EMPLOYMENT AGREEMENT
This AGREEMENT is entered into as of February 20, 1998, between TBC
CORPORATION, a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇▇ ▇. DAY,
who resides at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Executive").
Section 1. Term of Employment. The Company hereby agrees to employ
the Executive, and the Executive hereby agrees to continue in the employ
of the Company, for a period of three years commencing April 1, 1998 and
terminating on the later of March 31, 2001, or one (1) year after the
occurrence of a Change in Control of the Company in the event a Change in
Control of the Company shall have occurred on or prior to March 31, 2001.
Section 2. Position and Duties. A. During the term of employment,
the Company shall employ the Executive as, and the Executive shall serve
as, Executive Vice President and Chief Operating Officer or in such other
executive capacity as the Company shall reasonably request. Unless
otherwise agreed by the Executive and the Company, the Executive shall be
based at the Company's offices in Memphis, Tennessee.
B. The Executive shall devote his full-time efforts to the business
and affairs of the Company and shall perform his duties as an executive
officer, or in such other executive capacity as the Company shall
reasonably request, faithfully, diligently and to the best of his ability
and in conformity with the policies of the Company and under and subject
to such reasonable directions and instructions as the Board of Directors
and the President and Chief Executive Officer may issue from time to time.
Section 3. Salary. The Company shall pay the Executive a salary of
$265,000 per year in approximately equal installments in accordance with
the normal pay schedule for officers of the Company. In the event the
Board of Directors of the Company shall at any time or times after the
date hereof increase the Executive's salary, then the Executive's salary
under this Agreement for any period after any such increase shall be not
less than the last amount to which the Board increased the salary of the
Executive.
Section 4. Deferred Compensation. A. The Executive may elect to
defer payment of all or a specified part of the salary and other
compensation payable for the Executive's services by executing an Election
(the "Election") in a form prescribed by or acceptable to the Company and
delivering the same to the Secretary of the Company. For amounts earned
during 1998, the Election shall be made prior to the date the Executive's
employment with the Company commences (the "Employment Start Date"). Any
other Election shall be effective as of the first day of the next
succeeding calendar year and shall apply only to compensation payable for
services rendered on or after the effective date of the Election. The
Election shall remain in effect until terminated or changed as provided in
this Agreement.
-41-
B. The Executive may terminate any Election relating to future
services by giving written notice of termination to the Secretary of the
Company. The Executive may change any Election relating to future
services by executing a revised Election and delivering such Election to
the Secretary of the Company. Any such termination or change in the
amount or part to be deferred shall be effective only with respect to
compensation payable for services on or after the first day of the next
succeeding calendar year.
C. The Company shall establish and maintain a deferred compensation
account on its books in the name of the Executive in which shall be
recorded the amount of the Executive's deferred compensation. The Company
shall credit to the deferred compensation account, on a daily basis,
interest on the amount then credited to such account (including all
previous credits to such account by operation of this Paragraph C)
computed at an annual rate which is equal to the average yield for BBB
Industrial Bonds, as published in the Standard & Poor's Corporate and
Government Bond Yield Index (or such similar index as the Compensation
Committee of the Board of Directors of the Company shall select) for the
month last preceding the beginning of the then current calendar quarter.
D. All amounts and assets credited to or held in the deferred
compensation account referred to in Section 4.C. of this Agreement
("Credited Amounts") shall be paid as follows:
1. If the Executive's employment with the Company is terminated
for any reason, including his death or disability, the Company shall pay
the Credited Amounts or the fair market value thereof, as of the date of
such termination, wholly or partly in cash or in kind, to the Executive,
or, in the event of his death, to his designated beneficiary or
beneficiaries or his estate, as the case may be, on or before a day
fourteen (14) days after the date of such termination; provided, however,
that if such termination occurs on or after August 31 in any year and the
Executive is then living, then and in that event, the Company shall make
such payment on the earlier of (i) the first business day of the following
calendar year or (ii) in the event of his earlier death, on or before a
day fourteen (14) days after the date of his death.
2. The beneficiary or beneficiaries referred to in this
paragraph may be designated or changed by the Executive (without the
consent of any prior beneficiary) by a writing delivered to the Company
before his death. If there shall be no designated beneficiary who shall
survive the Executive, as to all or any part of the Credited Amounts, the
same (or its fair market value) shall be paid to the Executive's estate.
E. The deferred compensation account shall be solely a memorandum
account, and title to and beneficial ownership of any amounts credited
thereto shall at all times remain in the Company. The effect of this
Section 4 is simply to create an unfunded and unsecured promise to pay
deferred compensation to the Executive, his estate or his beneficiaries,
in accordance with the terms of this Agreement. Nothing contained therein
and no deferral of compensation pursuant thereto shall by itself create or
be construed to create a trust of any kind, or a fiduciary relationship of
any kind regarding the deferred compensation between the Company and the
Executive, his estate or any beneficiary of the Executive or any other
person. No right or benefit under this Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge,
-42-
encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be void.
Section 5. Other Benefits. In addition to the salary and deferred
compensation payable pursuant to Sections 3 and 4, the Executive shall,
during the term of his employment, participate in the TBC Corporation
Management Incentive Compensation Plan, 1989 Stock Incentive Plan, and in
any other stock option or compensation plan or arrangement adopted by the
Company in addition to, or in lieu of, said plans. The Company shall
also, during the term of the Executive's employment, extend to Executive
the fringe benefits (including, but not limited to, medical, disability
and life insurance, vacation, personal leave, automobile and other similar
personal benefits) which it establishes from time to time for its most
highly compensated executives. In furtherance and not in limitation of
the foregoing, the Executive shall receive an automobile allowance of not
less than $1,267 per month and membership in a Memphis, Tennessee country
club (with initiation fees and monthly dues paid by the Company). The
Executive shall also be eligible for three weeks of paid vacation
beginning in 1998 and shall be reimbursed for his expenses in relocating
from Pittsford, New York to Memphis, Tennessee, in accordance with TBC's
relocation policy.
Section 6. Restricted Stock. The Company hereby grants to the
Executive, effective on the Employment Start Date (the "Date of Grant"),
under and pursuant to the Company's 1989 Stock Incentive Plan (the
"Plan"), 12,500 Restricted Shares of Common Stock of the Company as
defined in Section 2(o) of the Plan.
The Restricted Shares granted hereby shall be subject to all of the
terms and conditions of the Plan including, but not limited to, the
following:
(i) the Restricted Shares shall not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of
during the Restricted Period;
(ii) the Restricted Period shall commence on the Date of Grant
and end on (i) the first anniversary of the Date of Grant
for one-third (1/3) of the Restricted Shares to the
nearest whole Share, (ii) the second anniversary of the
Date of Grant for one-third (1/3) of the Restricted
Shares to the nearest whole Share, and (iii) the third
anniversary of the Date of Grant for the balance of the
Restricted Shares;
(iii) the Executive shall not be entitled to receive delivery
of a certificate or certificates for the Restricted
Shares until the expiration of the Restricted Period;
(iv) except as otherwise provided in the Plan, all of the
Restricted Shares shall be forfeited and all right of the
Executive to such Restricted Shares shall terminate
without further obligation on the part of the Company if
the Executive ceases to be employed by the Company prior
to the end of the Restricted Period; and
-43-
(v) the Executive shall have the entire beneficial ownership
interest in, and all rights and privileges of a
stockholder as to, the Restricted Shares, including the
right to receive dividends and the right to vote the
Restricted Shares.
Section 7. Stock Option. The Company will grant to the
Executive by separate instrument, dated the Date of Grant, a Nonqualified
Stock Option (as that term is used in the Plan subject to all of the terms
and conditions of the Plan) to purchase 95,000 shares of Common Stock of
the Company, at the fair market value of TBC's Common Stock on the Date of
Grant, exercisable as to one-third on the first anniversary and one-third
on each of the next two anniversaries of the Date of Grant, during a
period of ten years from the Date of Grant.
Section 8. Termination of Employment. A. The Executive's
Employment shall terminate upon the death of the Executive, but the
Company shall continue to pay each month for six (6) months after the
death of the Executive an amount per month equal to the salary per month
(inclusive of the amount of deferred compensation) that was being paid to
the Executive at the time of his death to the person or entity that the
Executive shall have last designated in writing to the Company, or if the
Executive shall fail to designate a person or entity or if the person or
entity so designated shall not be in existence at the time of any payment
pursuant to this Section 8.A., then to the Executive's estate. Nothing in
this Section 8.A. shall in any way limit or restrict any rights or
benefits to which the heirs, legatees or successors in interest of the
Executive are entitled under any plans, insurance or other arrangements
referred to in Section 5 hereof in the event of the Executive's death.
B. The Company shall have the right to terminate the Executive's
employment hereunder at any time upon not less than sixty (60) days'
advance written notice to the Executive in the event (i) of such prolonged
physical or mental disability or other condition of the Executive as, in
the reasonable judgment of the Board of Directors, shall render him
incapable of performing the services required of him hereunder; provided,
however, that no disability or condition shall be considered
incapacitating unless it has prevented the Executive from carrying on his
duties for a consecutive period of at least three (3) months; (ii) that
the Executive engages in an act or acts of dishonesty constituting a
felony and resulting or intended to result directly or indirectly in
personal gain or enrichment at the expense of the Company; or (iii) that
the Executive shall deliberately and intentionally refuse in a material
way to observe or comply with any of the material terms or provisions
hereof (except by reason of total or partial incapacity due to physical or
mental disability or otherwise); provided further, however, that the
Executive's employment shall not terminate if such disability or refusal
is cured or corrected within the 60-day notice period provided herein. In
addition to any retirement benefits payable to the Executive under
Section 9, in the event Executive's employment is terminated as the result
of disability pursuant to this Section 8.B.(i), the Company shall continue
to pay to the Executive each month for six (6) months after such
termination an amount equal to his salary per month (inclusive of the
amount of deferred compensation) at the time of such termination.
C. If a Change in Control of the Company shall occur on or prior to
March 31, 2001, and the employment of the Executive shall terminate during
the period of one (1) year following the Change in Control of the Company,
regardless of whether the Executive resigns or is
-44-
discharged or otherwise (except for termination pursuant to the provisions
of Section 8.A. or clause (i) or (ii) of Section 8.B. above), the
following shall be applicable:
1. During the remainder of the period specified in Section 1
hereof or for a period of one (1) year after such termination of
employment, whichever is longer, the Company shall continue to pay to the
Executive an amount equal to the salary determined in accordance with the
provisions of Section 3 and shall credit him with an amount equal to the
deferred compensation determined in accordance with the provisions of
Section 4.
2. Beginning on the first day of the month following such
termination of the Executive's employment and on the first day of every
month thereafter during the period of time specified in Section 8.C.1
above, the Company shall pay to Executive one-twelfth (1/12) of the sum of
any benefits which the Executive may have been awarded under any incentive
compensation plans of the Company during the last two fiscal years of the
Company preceding the year in which the termination of the Executive's
employment occurred, divided by two.
3. During the time period specified in Section 8.C.1. above,
the Company shall, at its expense, provide to or for the benefit of the
Executive fringe benefits comparable to those provided prior to the Change
in Control of the Company.
4. Any options or stock appreciation rights which the Executive
holds under the 1989 Stock Incentive Plan of the Company (or under any
other option plan of the Company) on the date of the termination of his
employment may be exercised by the Executive with respect to all shares
subject to any such options or rights at any time within ninety (90) days
of the Executive's termination of employment, regardless of whether such
options or rights were exercisable on the date of termination; or at any
time within ninety (90) days after the termination of the Executive's
employment, the Executive may, in lieu of exercising all or any portion of
any such option or right, elect to be paid by the Company in cash the
excess of the fair market value of a Company share (as defined in the 1989
Stock Incentive Plan of the Company) on the date the election is made (or,
if higher, the highest price per Company share actually paid in connection
with the Change in Control of the Company) over the option price per share
times the number of shares then subject to unexercised options held by the
Executive as to which this election is made, whether or not such options
were exercisable on the date of the termination of the Executive's
employment. Any payment required to be made to the Executive pursuant to
the preceding sentence shall be made within two (2) days of the
Executive's election to be paid in cash.
5. Within forty-five (45) days after the end of the fiscal year
in which termination of the Executive's employment occurs, the Company
shall make pro rata awards to the Executive under any incentive
compensation plans of the Company in which he participated which shall be
calculated by multiplying (i) the fraction of which the numerator is the
number of full months worked during such year and the denominator is
twelve (12) and (ii) by the awards which would have been earned (as
determined by the Compensation Committee) if termination had not occurred
during such year.
6. If the Executive dies during the period that he is receiving
compensation or fringe benefits pursuant to the provisions of
Section 8.C.1., 2. or 3., the Company shall continue
-45-
to make such payments to the person or entity entitled thereto pursuant to
Section 8.A. for the period of time provided in Section 8.C.1. but in no
event for a period of more than six (6) months after the Executive's
death. If the Executive dies prior to receiving the payments specified in
Section 8.C.5. or prior to exercising his rights under Section 8.C.4.,
such payments shall be made at the time they are required to be made
hereunder to the person or entity entitled thereto pursuant to Section
8.A., and such rights may be exercised during the time the Executive could
have exercised them but for his death by the person or entity entitled
thereto pursuant to Section 8.A.
7. A "Change in Control" of the Company shall, for purposes of
this Agreement, mean any change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the same is construed by the Securities
and Exchange Commission on the date of execution of this Agreement or in
accordance with any change made with respect to said Item or construction
thereof deemed more favorable by the Executive; provided that, without
limitation, such a Change in Control shall be deemed to have occurred if
(i) any "person" (as such term is defined in Sections 13(d) and 14(d)(2)
of the Exchange Act), other than the Executive and/or any entity then
controlled by the Company or the Executive is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing
30% or more of the combined voting power of the Company's then outstanding
securities; (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board cease
for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who were directors at the beginning of
the period; (iii) the Company merges or consolidates with another
corporation and the Company or an entity controlled by the Company or the
Executive immediately prior to the merger or consolidation is not the
surviving entity; or (iv) a sale, lease, exchange or other disposition of
all or substantially all of the assets of the Company takes place.
8. So long as the Executive shall be receiving payments under
Section 8.C.1. above, the Executive shall not engage in any Competitive
Activity. For purpose of this Agreement, "Competitive Activity" shall
mean the Executive's participation, without the written consent of the
Company, in the management of any business operation of any enterprise if
such operation (a "Competitive Operation") engages in substantial and
direct competition with any business operation actively conducted by the
Company or its subsidiaries. "Competitive Activity" shall not include (i)
the mere ownership of securities in any enterprise or (ii) participation
in the management of any enterprise or any business operation thereof,
other than in connection with a Competitive Operation of such enterprise.
Section 9. Retirement Benefit. A. The Executive shall be entitled
to participate in the Company's 401(k) Savings Plan and in any other
retirement plan hereafter adopted by the Company for the benefit of its
employees, subject in each case to the terms of any such plan governing
participation therein. In addition, the Executive shall be entitled to
supplemental retirement benefits in accordance with the terms of the
Company's Executive Retirement Plan and shall be credited with two Years
of Service thereunder on his Employment Start Date.
-46-
B. The Company shall establish and maintain a trust fund to fund
the payment of all benefits to be paid to the Executive pursuant to
Sections 8 and 9 under the circumstances described in, and in accordance
with the terms of, a trust agreement substantially in the form attached
hereto as Exhibit A. The Company may add to said trust fund the amounts
of Deferred Compensation referred to in Section 4 in order to fund the
payments thereof as provided in said Section.
Section 10. Compensation from Other Employment. Any compensation
payable to the Executive pursuant to the provisions of Section 8 shall be
reduced by any amounts of compensation earned or received by the Executive
from any other employer for services rendered during the period for which
such payments by the Company are to be made thereunder.
Section 11. Limitation on Payments. A. Sections 280G and 4999 of
the Internal Revenue Code (the "Code") impose a 20% excise tax on
excessive compensation received by, and deny a deduction to the Company
for the amount of excess compensation paid to, employees who are officers,
shareholders or highly compensated individuals as a result of a change in
the ownership or effective control of the Company or in the ownership of a
substantial portion of the Company's assets. In general, payments to an
individual that are contingent on a Change in Control will not be treated
as excessive if such payments are less than three (3) times the average
annual compensation received by such individual over the five (5) years
preceding the Change in Control. The provisions that follow are designed
to maximize the amounts payable to the Executive under this Agreement in
the event of a Change in Control, taking into consideration the possible
application of the foregoing Code provisions.
B. Notwithstanding anything in this Agreement to the contrary, in
the event that it is determined that any payment by the Company to the
Executive or for the Executive's benefit, whether paid or payable pursuant
to the terms of this Agreement or otherwise, would be taxable because of
Section 4999 of the Code, then the aggregate present value of amounts
payable to the Executive or for the Executive's benefit pursuant to this
Agreement shall be reduced to the Reduced Amount unless C. below applies.
For purposes of this subparagraph, the "Reduced Amount" shall be defined
as an amount expressed in present value which maximizes the amounts
payable pursuant to this Agreement without causing any such payments to be
taxable to the Executive because of Section 4999 of the Code.
C. If the Net After Tax Benefit of all amounts payable to the
Executive pursuant to this Agreement exceeds the Net After Tax Benefit of
the Reduced Amount, then this Section 11 shall not apply to limit any
amount payable to the Executive. "Net After Tax Benefit" means the amount
payable to the Executive or for the Executive's benefit pursuant to this
Agreement (whether the Reduced Amount or the full amounts payable to the
Executive under this Agreement), less the sum of (i) the amount of federal
income taxes payable with respect to such amounts and (ii) the amount of
excise taxes payable on such amounts pursuant to Section 4999 of the Code,
if any. For purposes of this clause C., federal income taxes payable in
respect of future payments shall be those prescribed by the Code at the
time the calculation is made for the periods in which the same shall be
payable.
D. An initial determination as to whether any reduction in payments
and benefits is necessary in order to comply with B. above and, if so, the
calculation of the Reduced Amount
-47-
shall be made by the Company and furnished to the Executive in writing
within seven (7) days following the date of the Change of Control of the
Company. From time to time thereafter as necessary and, in any event,
upon termination of the Executive's employment, the Company shall re-
examine its determination and recalculate the Reduced Amount and promptly
furnish information with respect to the same to the Executive in writing.
The Company's determination and its calculation of the Reduced Amount
following the termination of the Executive's employment will be final and
binding upon the Executive unless the Executive notifies the Company
within eight (8) days after the Executive receives the Company's
determination and calculation that the Executive disputes the same.
Within ten (10) days after the Executive so notifies the Company, the
Executive shall deliver to the Company a statement of the basis for the
Executive's opinion as to whether any reduction in payments and benefits
is necessary, pursuant to B. above and, if so, the Executive's calculation
of the Reduced Amount. If, within ten (10) days after the Company
receives such statement, the Company and the Executive are unable to agree
as to whether any reduction is necessary or as to the calculation of any
amounts under this Section 11, then the Company and the Executive shall,
within three (3) days thereafter, choose a nationally recognized
accounting firm to resolve any such dispute. Such accounting firm's
determination shall be made promptly and delivered to the Company and the
Executive within twenty (20) days of its appointment and shall be final
and binding on the parties. All costs incurred in connection with the
accounting firm's determination shall be borne by the Company.
E. Within ten (10) days after the date a determination and
calculation of the Reduced Amount becomes final and binding in accordance
with D. above, the Executive may elect which portion of the payments due
him under this Agreement shall be eliminated or reduced to meet such
Reduced Amount (including meeting the Reduced Amount by reducing the
present value of any payment and benefits through deferral of the payment
date). If the Executive does not notify the Company of his election
within such ten (10) day period, the Company shall have the right to
decide how the Reduced Amount will be met.
F. Pending a final and binding determination and calculation of the
Reduced Amount in accordance with this Section 11, the Executive shall
have the right to require the Company to pay to the Executive all or any
undisputed portion of the Reduced Amount, as determined and calculated by
the Company, that would be then due and payable to the Executive pursuant
to this Agreement. Such payment shall be made by the Company within two
(2) days after the date of receipt of notice from the Executive requesting
such payment.
G. The Company shall pay to the Executive or for the Executive's
benefit that portion of the Reduced Amount which is then due and payable
(less any amount previously paid by the Company pursuant to F. above)
within ten (10) days after receipt of the election by the Executive
described in E. above or, in the absence of such an election, within
fifteen (15) days after the date upon which any determination and
calculation of the Reduced Amount becomes final and binding in accordance
with D. above. The balance of the Reduced Amount shall be paid promptly
as the same becomes due and payable under this Agreement.
H. In the event that the Internal Revenue Service or a court of
competent jurisdiction makes a final determination that any payments to
the Executive under this Agreement are taxable to the Executive pursuant
to Section 4999 of the Code, and such payments should not have been
-48-
made under the terms of Sections 11.B. and C. hereof (such taxable
payments and benefits being referred to hereinafter as an "Overpayment")
or in the event that the Code shall be amended or final regulations
thereunder adopted and, as a result thereof, payments or benefits
previously made to the Executive under this Agreement should not have been
made under the terms of Sections 11.B. and C. and are thus recharacterized
as an Overpayment, the amount of such Overpayment shall be treated for all
purposes as a loan to the Executive which shall be repayable by the
Executive within thirty (30) days after demand by the Company, together
with interest at the applicable federal rate specified for a demand loan
in Section 7872(f)(2) of the Code, compounded semiannually. The foregoing
provision relating to Overpayments shall be applicable notwithstanding
previous compliance by the Company and the Executive with the requirements
of this Section 11; provided, however, that no such Overpayment shall be
repaid by the Executive to the Company if and to the extent that, despite
making such repayment, the amount which is subject to taxation under
Section 4999 of the Code would not be reduced.
Section 12. Review of Agreement. The Compensation Committee of the
Board of Directors of the Company may consider such extension and
modification of the terms of this Agreement for a period or periods
subsequent to its expiration as it may deem appropriate at any time or
from time to time.
Section 13. Waiver. The failure of either party to insist, in any
one or more instances, upon the performance of any of the terms, covenants
or conditions of this Agreement by the other party hereto, shall not be
construed as a waiver or as a relinquishment of any right granted
hereunder to the party failing to insist on such performance, or as a
waiver of the future performance of any such term, covenant or condition,
but the obligations hereunder of both parties hereto shall remain
unimpaired and shall continue in full force and effect.
Section 14. Successor; Binding Agreement. The Company shall require
any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness
of such succession shall be deemed to be a Change in Control of the
Company effective on the date of such succession. As used herein,
"Company" shall mean TBC Corporation and any successor to its business
and/or its assets as aforesaid which executes and delivers the agreement
provided for in this Section 14 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.
Section 15. Notices. All notices required or permitted to be given
under this Agreement shall be in writing and shall be mailed (postage
prepaid via either registered or certified mail) or delivered, if to the
Company, addressed to:
TBC Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Post Office Box 18342
Memphis, Tennessee 38181-0342
Attention: Chairman of the Board
-49-
and if to the Executive, addressed to the Executive at his then current
home address as set forth in the Company's books and records. Either
party may change the address to which notices to it or him are to be
directed by giving written notice of such change to the other party in the
manner specified in this paragraph.
Section 16. Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Memphis, Tennessee, 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.
Section 17. Validity. The invalidity or unenforceability of any
provision 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.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of
the day and year first above written.
TBC CORPORATION
By/s/ ▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President and Chief Executive
Officer
/s/▇▇▇▇▇▇▇▇ ▇. DAY
▇▇▇▇▇▇▇▇ ▇. DAY (Executive)
-50-
