EXHIBIT 10(C)(5)
EMPLOYMENT AGREEMENT
--------------------
This Agreement, made this 10th day of March A.D., 1983, effective as of
January 1st, 1983, by and between Xxxxxx Products, Inc., a corporation organized
and existing under the Laws of Delaware, hereinafter called the "Company" of one
part, and of Xxxxxxx Xxxxxxx of Roselle, Illinois, hereinafter called "Xxxxxxx"
of the other part.
WITNESSETH:
Whereas Xxxxxxx has been affiliated with the Company since December 29,
1980, and presently occupies the position of Director of Fastener Engineering;
and
Whereas, due to the uncertainty of life and understandable desire of
Xxxxxxx to provide as best he can for the future security of himself and his
family, and, therefore, to put into writing for the permanent record various
matter which heretofore have been unwritten but understood between the Company
and Xxxxxxx;
Now, therefore, it is agreed that:
X. Xxxxxxx shall presently continue as Director of Fastener
Engineering and perform such other functions as may be
assigned and accept, with all rights and privileges
appertaining thereto;
B. During his employment, Xxxxxxx shall actively devote the whole
of his time, as required by the Company, to the business of
the Company, and shall use his best efforts and endeavors to
promote the interest and Welfare of the Company at all times;
X. Xxxxxxx shall, at all times, conduct himself in a manner
reflecting credit upon himself and the Company and he will
refrain from any conduct which would cause disparagement of
himself or the Company;
D. He will not, during his employment, and for a period' of one
(1) year after the termination of his employment, discuss to
any person whatsoever any information relating to the Company
or its customers or any trade secrets of which he shall become
possessed while acting for the Company in any capacity:
E. He will not, during the period referred to in D, without the
written permission of the Board of Directors, directly or
indirectly, individually or in combination with others with
respect to any other company carrying on a business similar to
that of the Company or its parent or any direct or indirect
subsidiary of the parent ("Affiliated Company"):
(a) Hold or deal in the shares of any such company which is
privately owned, or
(b) Hold or deal in (except for investment purposes only, and
not to the extent in the aggregate of a controlling
interest) the shares of any such company which is
publicly owned;
B. The basis of compensation shall be no less than $62,500 . and,
starting with January 1, 1984, an increase of no less than 8%
annually for three (3) years and thereafter, as determined by
the Company, subject to such increases being permissible under
the existing laws and regulations.
X. Xxxxxxx covenants that, during and within one (1) year
following termination of his employment for whatever reason,
he will not directly or indirectly carry on for himself or be
associated in any capacity with any business, whether it be
corporation, partnership, or individual operation, which
business competes with that of the Company or any Affiliated
Company, with respect to the products handled or the customers
sold or both and he will not engage in any activities which
will be detrimental or contrary to the best interest of the
Company or any Affiliated Company.
These hereinabove recited covenants (A through G, inclusive) are of the
essence of this Agreement and the breach of any or all shall give rise to a
cause of action or defense, either in law or equity, for the aggrieved party,
and for the immediate termination of employment.
Xxxxxxx further covenants and agrees that, in the event of a breach or
violation on his part of the above covenants, a suit in equity may be instituted
to obtain an injunction and that a temporary restraining order or injunction may
be granted immediately upon the commencement of any such suit without notice.
This remedy is in addition to any other remedies, legal or equitable, available
to the Company.
Each party shall be entitled to two (2) years notice by registered or
certified mail directed to the regular mailing address in the event termination
shall be required by either party, except that in the event of breach by Xxxxxxx
of any of the covenants, A to G, inclusive, advance notice of termination by the
Company shall not be required.
In addition, Xxxxxxx is to receive a paid vacation of two (2) weeks
annually, for five (5) years and thereafter three (3) weeks annually, plus the
following benefits as presently in effect; Hospitalization and Major Medical,
Long Term Disability, Profit Sharing, Life Insurance Policy, in the amount of
$50,000 with Double Indemnity. In addition, an Accidental Death Policy is
carried by the Company whereby the sum of $100,000 is paid to the family of
Xxxxxxx in the event of accidental death. This coverage will continue as long as
this Accident Policy is carried by the Company.
This is a contract for personal services and , in the event Xxxxxxx
shall become incapacitated in accordance with the terms of his Long Term
Disability Policy provided by the Company, and unable to perform his normal
duties and it becomes necessary to have another man act in the place of Xxxxxxx,
Xxxxxxx shall be paid 100% of his salary for a period not to exceed six (6)
months and one-half of his salary for the ensuing two and one-half (2-1/2)
years. In every instance, under this Agreement, the amounts payable under the
Long Term Disability Policy are to be applied as credits for the Company against
the amounts to be received by Xxxxxxx whether for a short term or a long term
incapacity.
In the event Xxxxxxx should suffer a premature demise while in the
employ of the Company, and prior to his having given notice of termination of
services, as provided above, Xxxxxx Products, Inc., will continue to pay to his
designated beneficiary, or if none, to the personal representative of his
estate, an amount equal to one-half (1/2) his annual salary for a period of one
(1) year, in equal semi-monthly installments, payable on the 10th and 25th
respectively. This additional payment is agreed to in consideration of the
services rendered over and above that which is called for in the ordinary
performance of one's duties, and for which Xxxxxxx has not been and will not be
compensated for during his lifetime, and the Company makes this provision for
payment covering such services.
The Agreement constitutes and expresses the whole agreement of said
parties hereto in reference to any employment of Xxxxxxx by the Company and-in
reference to any of the matters or things herein provided for or hereinabove
discussed or mentioned, in reference to such employment--all representations and
understandings relative hereto having been merged herein.
This Agreement is to be construed in accordance with the Laws of the
State of Illinois and, in the event any portion of it is or shall be deemed
invalid or unenforceable in any State, such invalidity or lack of enforceability
shall not render the remaining portion of this Agreement invalid or
unenforceable in said State or elsewhere.
In witness whereof the parties have hereto set their hands and seals
the day and year first herein above written.
XXXXXX PRODUCTS, INC.
By:
------------------------
---------------------------
