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EXHIBIT 10.14
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this 6th day of May, 1994, by
and between WEDCO TECHNOLOGY, INC., with principal offices and place of
business in the State of New Jersey (hereinafter referred to as the
"Corporation"), and XXXXXXX X. XXXXXXXXXX, an individual residing in the State
of New Jersey (hereinafter referred to as the "Employee"),
WITNESSETH THAT:
WHEREAS, the Employer is the founder of Corporation's business; and
WHEREAS, the Employee is employed by the Corporation as the President
and is its Chairman of the Board; and
WHEREAS, the Corporation recognizes the valuable services heretofore
performed for it by the Employee and wishes to encourage his continued
employment; and
WHEREAS, the Employee wishes to be assured that his spouse will be
entitled to a certain amount of additional compensation for some definite
period of time from and after his death and, therefore, has been and is
accepting compensation in an amount less than what he is entitled; and
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Corporation shall pay such additional compensation to the
Employee's spouse after his death;
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NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. In consideration of the Employee's remaining in its employ
and/or remains as Chairman of the Board, the Corporation agrees that, in the
event of the death of the Employee while still in the active employ of the
Corporation, and/or active as Chairman of the Board it shall pay, as a salary
continuation payment, the sum of $150,000.00 per annum to the surviving spouse
of the Employee, if living at the date of death of the Employee, for a period
ending on the earlier of five (5) years after Employee's death or the death of
Employee's spouse, payable in equal monthly installments commencing with the
first day of the first month following the month of his death.
2. In further consideration of the foregoing agreement of the
Corporation and of the payments to be made by the Corporation pursuant thereto,
the Employee hereby agrees that, so long as the Employee remains in the active
employ of the Corporation, the Employee will devote substantially all of his
time, skill, diligence and attention to the business of the Corporation and so
long as so employed and/or is Chairman of the Board he will not actively
engage, either directly or indirectly, in any business or other activity
adverse to the best interests of the business of the Corporation.
3. In the event that the employment of the Employee by the
Corporation is terminated for any reason other than his death, and
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Employee ceases to be Chairman of the Board, this Agreement shall thereupon
terminate, and the Corporation shall have no further obligation hereunder.
4. The payments to the Employee's spouse shall be made from
assets which shall continue, for all purposes, to be a part of the general
assets of the Corporation, and no person shall have by virtue of the provisions
of this Agreement, any interest in such assets. To the extent that any person
acquires a right to receive payments from the Corporation under the provisions
hereof, such right shall be no greater than the right of any unsecured general
creditor of the Corporation.
5. Neither the Employee nor his spouse shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable hereunder, nor shall such amounts be subject
to seizure by any creditor of any such beneficiary, by a proceeding at law or
in equity, and no such benefit shall be transferable by operation of law in the
event of bankruptcy, insolvency or death of the Employee, his spouse, or any
other beneficiary hereunder. Any such attempted assignment or transfer shall
be void and shall terminate this Agreement, and the Corporation shall thereupon
have no further liability hereunder.
6. This Agreement may not be amended, altered or modified, except
by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
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7. This Agreement shall be binding upon and inure to the benefit
of the Corporation and its successor and assigns, and the Employee, his
successors, assigns, heirs, executors, administrators and beneficiaries.
8. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States certified
mail, postage prepaid, addressed to such party's last known address as shown on
the records of the Corporation. The date of such mailing shall be deemed the
date of notice, consent or demand.
9. This Agreement, and the rights of the parties hereunder, shall
be governed by and construed in accordance with the laws of the State of New
Jersey.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
in duplicate, as of the day and year first above written.
ATTEST: WEDCO TECHNOLOGY, INC.
______________________________ By:___________________________
Secretary
______________________________
Xxxxxxx X. Xxxxxxxxxx
