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EXHIBIT 10.2(a)
EXECUTIVE EMPLOYMENT CONTRACT
THIS AGREEMENT, made and entered into as of the 5th day of November,
1987 by and between Universal Foods Corporation, a Wisconsin corporation,
(hereinafter referred to as the "Company") and Xxxxxxx X. Xxxxxxx (hereinafter
referred to as "Executive");
W I T N E S S E T H:
WHEREAS, the Executive is presently employed by the Company as Group
Vice President; and
WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the Executive's contribution to the growth and success of the Company has
been substantial; and
WHEREAS, the Board desires to provide for the continued employment of
the Executive and to encourage the continued attention and dedication to the
Company of the Executive as a member of the Company's management; and
WHEREAS, the Executive is willing to commit himself to continue to serve
the Company, on the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
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1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein.
2. Term. The employment of the Executive by the Company as provided in
Section 1 of this Agreement will commence on the date hereof and end on October
31, 1990, unless further extended or sooner terminated as hereinafter provided.
On November 1, 1988, and on November l of each year thereafter, the term of the
Executive's employment shall be automatically extended one (1) additional year;
provided, however, that in no event shall the term of the Executive's employment
extend beyond the end of the calendar month in which the Executive's 65th
birthday occurs and provided further that no automatic extension of the term of
the Executive's employment shall occur if the Executive is disabled, as
determined pursuant to Section 8 of this Agreement, at the time such extension
would otherwise automatically become effective. The Company has the right, upon
a majority vote of the Board of Directors, to terminate the automatic annual
extension of the Executive's term of employment provided herein, in which event
this Agreement shall continue in effect only for a term of three years from and
after such termination of the automatic annual extension of term, or until the
Executive's normal retirement, whichever occurs first. Notwithstanding any other
provision of this Agreement, in the event of a "Change of Control" (as
hereinafter defined), the term of the Executive's employment shall be
automatically extended for an additional period of time so that the Executive's
term of employment shall extend to a date exactly three years from the date of
such Change of Control subject to automatic extension of such term in accordance
with the provisions set forth above in this Section 2. For purposes of this
Agreement, a "Change of Control" shall be deemed to have taken place if:
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(a) A third person, including, without limitation, a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, other than a person
or group approved by the Board of Directors of the Company, becomes the
beneficial owner of shares of the Company having 30% or more of the total number
of votes that may be cast for the election of directors of the Company; or
(b) As a result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, sale of assets or contested
election, or any combination of the foregoing transactions (hereinafter referred
to as a "Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
3. Position and Duties. The Executive shall serve as Group Vice
President of the Company and shall have such responsibilities and authority as
may from time to time be assigned to the Executive by the Company's Board of
Directors or the Chief Executive Officer of the Company. The Executive shall
devote substantially all his working time and efforts to the business and
affairs of the Company.
4. Place of Performance. In connection with the Executive's employment
by the Company, the Executive shall be based in Milwaukee, Wisconsin (at the
principal executive offices of the Company) except for required travel on the
Company's business to an extent substantially consistent with his present
business travel obligations.
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5. Compensation and Related Matters.
(a) During the period of the Executive's employment hereunder, the
Company shall pay to the Executive a salary at a rate of not less than $160,008
per annum in equal installments as nearly as practicable [on the fifteenth and
last days of each month in arrears]. This base salary shall be reviewed on or
before October 1st of each year following the date of this Agreement, while this
Agreement remains in force, to ascertain whether in the judgment of the Board or
such Committee to whom the Board may have delegated authority, such base salary
should be increased and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Compensation of the Executive by salary payments
shall not be deemed exclusive and shall not prevent the Executive from
participating in any other compensation or benefit plan of the Company. The base
salary payments (including any increased salary payments) hereunder shall not in
any way limit or reduce any other obligation of the Company hereunder, and no
other compensation, benefit or payment hereunder shall in any way limit or
reduce the obligation of the Company to pay the Executive's base salary
hereunder. In addition to the base salary described in this paragraph, the
Executive shall receive bonuses if earned in the judgment of the Board of
Directors or its delegee.
(b) During the term of the Executive's employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in performing services hereunder, including
all expenses of travel and living expenses while away from home on business or
at the request of and in the service of the Company, provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
presently established by the Company.
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(c) The Executive shall be entitled to participate in all of the
Company's employee benefit plans and arrangements in effect on the date hereof
(including, without limitation, each pension and retirement plan and
arrangement, supplemental pension and retirement plan and arrangement, deferred
compensation plan, profit sharing plan, stock option plan, health and
split-dollar life insurance, disability plan, dental program, executive car
program and vacation plan). The Executive shall be entitled to participate in or
receive benefits under any employee benefit plan or arrangement made available
by the Company in the future to its executives and key management employees,
subject to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Nothing paid to the Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to paragraph (a) of this Section.
(d) The Executive shall be entitled to the number of vacation days in
each calendar year determined in accordance with the Company's vacation plan.
The Executive shall also be entitled to all paid holidays given by the Company
to its executives.
(e) The Company shall furnish the Executive with office space,
secretarial assistance and such other facilities and services as shall be
suitable to the Executive's position and adequate for the performance of his
duties as set forth in Section 3 hereof.
6. Offices. The Executive agrees to serve without additional
compensation, if elected or appointed thereto, as a director of the Company
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and any of its subsidiaries and in one or more executive offices of any of the
Company's subsidiaries, provided that the Executive is indemnified for serving
in any such capacities on a basis no less favorable than is currently provided
by the Company's By-laws.
7. Death. If the Executive shall die during the term of his employment
hereunder but prior to the delivery of a Notice of Termination (as hereinafter
defined) by the Company or by the Executive for Good Reason (as hereinafter
defined), the Executive's employment shall terminate and the provisions of any
Company plans or programs providing death benefits shall become effective.
8. Disability.
(a) If during the term of the Executive's employment hereunder he
becomes disabled and thereby prevented from performing his duties, the Executive
shall not be paid pursuant to paragraph 5(a) above, but rather the Company shall
pay him commencing on the date of the disability until he reaches age 65 or the
termination of his disability, whichever is first to occur, such amounts which
an individual in his earnings category would be normally entitled to receive as
full Long Term Disability ("LTD") coverage under the Company LTD plan then in
effect, but not less than 60% of his base salary as determined under paragraph
5(a) above at the time of such disability. During the term of his disability,
the Executive also shall receive the employee benefits (or service credits
therefor, as the case may be) as provided in 5(c) above. The obligation to
provide the foregoing disability benefits shall survive the termination of this
Agreement provided the disability was incurred before termination.
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(b) To determine whether the Executive is disabled for the purposes of
this Agreement, either party may from time to time request a medical examination
of the Executive by a doctor on the staff of Milwaukee Medical Clinic, or as the
parties may otherwise agree, and the written medical opinion of such doctor
shall be conclusive and binding upon the parties as to whether or not the
Executive has become disabled and the date when such disability arose. The cost
of any such medical examinations shall be borne by the Company.
9. Termination by the Company.
(a) Termination for Cause. This Agreement may be terminated by the Board
of Directors at any time for cause which shall be defined to mean theft,
dishonesty, fraudulent misconduct, disclosure of trade secrets, gross
dereliction of duty (unless significantly changed after a Change of Control
without the Executive's consent) or other grave misconduct on the part of the
Executive which is substantially injurious to the Company.
The Executive shall not be deemed to have been terminated for cause
without (i) reasonable notice to the Executive setting forth the reasons for the
Company's intention to terminate for cause, (ii) an opportunity for the
Executive, together with his counsel, to be heard before the Board and (iii)
delivery to the Executive of a Notice of Termination from the Board finding that
in the good faith opinion of the Board the Executive was guilty of conduct set
forth above in this Section, and specifying the particulars thereof in detail.
In the event this Agreement is terminated for cause, the Executive shall forfeit
his right to any and all benefits he would otherwise have been entitled to
receive under this Agreement.
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(b) Prior to a Change of Control. The Company has the right to terminate
the employment of the Executive prior to a Change of Control, upon at least
thirty days' prior written notice, if such termination is approved by a majority
vote of the Board taken at a meeting duly called to consider such matter. In the
event of termination of the Executive's employment pursuant to this paragraph
9(b), the Company shall provide the Executive with the following "Termination
Benefits"; provided, however, that the payment of the Bonus Amount shall be at
the sole discretion of the Committee:
(i) an amount equal to (A) the Executive's annual base salary in
effect as of the date of such termination and, if the Committee so decides, (B)
the amount of the Executive's bonus with respect to the most recently completed
fiscal year (the amount described in this clause B is referred to in this
Agreement as the "Bonus Amount") payable in twelve (12) substantially equal
monthly installments commencing as of the first day of the next month following
such termination of employment; and
(ii) for a period ending upon (A) the payment of the last monthly
installment under subparagraph 9(b)(i) above or (B) the Executive's obtaining
new employment, whichever is earlier. The Executive shall continue to be covered
at the expense of the Company by the same or equivalent hospital, medical,
accident, disability and life insurance coverage as he was covered by
immediately prior to his termination of employment with the Company. The
Termination Benefits constitute liquidated damages and severance pay and shall
be in lieu of further salary for periods following termination of the
Executive's employment pursuant to paragraph 9(a) or 9(b), as the case may be.
Upon payment of the Termination Benefits to the Executive, the Company shall
have no further obligations to the Executive under this Agreement.
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(c) After a Change of Control. The Company has the right to terminate
the employment of the Executive after a Change of Control, upon at least thirty
days' prior written notice, if such termination is approved by a majority vote
of the Board taken at a meeting duly called to consider such matter. If the
Company shall terminate the employment of the Executive at any time during the
term of his employment hereunder and after a Change of Control, other than for
cause under paragraph 9(a) of this Agreement, then the Executive shall be
entitled to the following "Change of Control Benefits":
(i) The Company shall promptly pay the Executive a lump sum amount
equal to three times the sum of (A) the Executive's annual base salary in effect
as of such date of termination and (B) the amount of the largest bonus paid to
the Executive by the Company with respect to any twelve-month period during the
three years preceding such date of termination.
(ii)The Executive will be entitled to receive pension and
supplemental deferred compensation benefits in addition to those provided for
him under the Company's Retirement Plan for Salaried Employees and his
Supplemental Deferred Compensation Agreement, respectively. The amount of
additional pension and supplemental deferred compensation benefits will be equal
to the difference between the amount he (or in the event of his death, his
surviving spouse or other beneficiary) would be actually entitled to receive
upon retirement under the terms and conditions of such plan and agreement as in
effect on the date of termination under this paragraph 9(c), and the amount he
(or such surviving spouse or beneficiary) would have been entitled to receive
under such terms and conditions if (A) his benefits under such plan and
agreement had been fully vested on such date of termination; and
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(B) he had continued to work until attaining age 65 at a salary rate equal to
his base salary increased by an amount equal to his largest bonus with respect
to any twelve-month period during the three year period preceding such date of
termination; provided, however, that in no event will the assumed period of
continued employment extend beyond the date on which the Executive elects to
begin receiving the additional pension and supplemental deferred compensation
benefits. The Executive shall be entitled to elect to receive his additional
pension and supplemental deferred compensation benefits in any form (e.g. joint
and survivor) that would have been available to him under the terms and
conditions of the Company's Retirement Plan for Salaried Employees and
Supplemental Deferred Compensation Agreement, respectively, as in effect on the
date of termination under this paragraph 9(c), and (subject to reduction, if
any, under such terms) at any time after he has attained the age at which early
retirement is permitted.
(iii) For a period ending two years from the date of termination
under this paragraph 9(c) or three years from the date of the Change of Control,
whichever is later, the Executive shall continue to be covered at the expense of
the Company by the same or equivalent hospital, medical, accident, disability
and life insurance coverage as he was covered by immediately prior to
termination of his employment.
(iv) It is the intention of the Company and the Executive that no
portion of the Change of Control Benefits or any other payment under this
Agreement, or payments to or for the benefit of the Executive under any other
agreement or plan, be deemed to be an "excess parachute payment" as defined in
Section 280G of the Code or its successors. It is agreed that the present value
of the Change of Control Benefits and any other payments to or for the
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benefit of the Executive in the nature of compensation receipt of which are
contingent on the Change of Control of the Company and to which Section 280G of
the Code or any successor provision thereto applies (in the aggregate "Total
Benefits") shall not exceed an amount equal to one dollar less than the maximum
amount which the Executive may receive without becoming subject to the tax
imposed by Section 4999 of the Code or any successor provision (the "Excise
Tax") or which the Company may pay without loss of deduction under Section
280G(a) of the Code or any successor provision thereto. Present value for
purposes of this Agreement shall be calculated in accordance with Section
1274(b)(2) of the Code or any successor provision thereto. Within 45 days
following delivery of the Notice of Termination or notice by either party to the
other of its belief that there is a payment or benefit due the Executive which
will result in an excess parachute payment, the Executive and the Company, at
the Company's expense, shall obtain the opinion of such legal counsel (the
opinion of legal counsel need not be unqualified), and certified public
accountants as the Executive may choose, which sets forth (a) the amount of
the Base Period Income of the Executive, (b) the present value of Total Benefits
and (c) the amount and present value of any excess parachute payments. In the
event that such opinions determine that there would be an excess parachute
payment, the amount set forth in paragraph 9(c)(i) of this Agreement or any
other payment determined by such counsel to be includible in Total Benefits,
shall be reduced or eliminated as specified by the Executive in writing
delivered to the Company within 30 days of his receipt of such opinions or, if
the Executive fails to so notify the Company, then as the Company shall
reasonably determine, so that under the bases of calculation set forth in such
opinions the Total Benefits paid to the Executive shall be an amount equal to
one dollar less than the maximum amount which the Executive may receive without
becoming subject to the Excise Tax (the "Reduced
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Amount"). The provisions of this subparagraph 9(c)(iv), including the
calculations, notices and opinions provided for herein shall be based upon the
conclusive presumption that (x) the compensation and benefits provided for in
Section 5 hereof and (y) any other compensation earned prior to the Change of
Control by the Executive pursuant to the Company's compensation programs if
payment of such other compensation would have been made in the future in any
event, even though the timing of such payment is triggered by the Change of
Control, are reasonable; provided, however, that in the event such legal counsel
so requests in connection with the opinion required by this subparagraph
9(c)(iv), the Executive and the Company shall obtain, at the Company's expense,
and the legal counsel may rely on in providing the opinion, the advice of a firm
of recognized executive compensation consultants as to the reasonableness of any
item of compensation to be received by the Executive. For purposes of this
Agreement, the term "Base Period Income" shall be an amount equal to the
Executive's "annualized includible compensation" from the Company for the "base
Period" as defined in Sections 280G(d)(1) and (2) of the Code or any successor
provisions thereto. In the event that the provisions of Sections 28OG and 4999
of the Code or any successor provision are repealed without succession this
paragraph 9(c)(iv) shall be of no further force or effect.
As a result of the uncertainty in the application of Section 280G of the
Code at the time of the initial determination by legal counsel and accountants
as provided in this subparagraph 9(c)(iv), it is possible that amounts will have
been paid or distributed by the Company to or for the benefit of the Executive
pursuant to this Agreement which should not have been so paid or distributed
("Overpayment") or that additional amounts which will have not been paid or
distributed by the Company to or for the benefit of the Executive
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pursuant to this Agreement could have been so paid or distributed
("Underpayment"), in each case, consistent with the calculation of the Reduced
Amount hereunder. In the event that such legal counsel, based upon the assertion
of a deficiency by the Internal Revenue Service against the Company or the
Executive which such legal counsel believes has a high probability of success or
other controlling precedent or substantial authority, determines that an
Overpayment has been made, any such Overpayment paid or distributed by the
Company to or for the benefit of the Executive shall be treated for all purposes
as a loan to the Executive which the Executive shall repay to the Company
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code; provided, however, that no amount shall be payable by
the Executive to the Company if and to the extent such payment would not reduce
the amount which is subject to taxation under Section 4999 of the Code. In the
event that such legal counsel, based upon controlling precedent or other
substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.
The Change of Control Benefits shall constitute liquidated damages and
severance pay and upon payment of the Change of Control Benefits to the
Executive the Company shall have no further obligation to the Executive under
this Agreement except as set forth in the last preceding paragraph.
10. Termination by the Executive.
(a) The Executive has the right to terminate his employment at any time
upon thirty days' prior written notice. If the Executive terminates his
employment for any reason other than death, disability, retirement, or Good
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Reason after a Change of Control, the Company may provide the Executive with
any or all of the following "Discretionary Benefits," if any, in its sole
discretion:
(i) the continuation of the Executive's salary payments with a
maximum continuation of up to twelve (12) months; and/or
(ii) the Bonus Amount, or any fraction thereof, payable in equal
monthly installments over the same period of time as the salary continuation
under subparagraph 10(a)(i) above (the "Salary Continuation Period"), or if
there is no such salary continuation and a Bonus Amount is to be paid, such
Bonus Amount shall be payable in twelve (12) substantially equal monthly
installments commencing as of the first day of the next month following
termination of employment under this paragraph 10(a); and
(iii) if the Company decides in its sole discretion to continue the
Executive's salary under subparagraph 10(a)(i) above, the Executive shall
continue to be covered at the expense of the Company by the same or equivalent
hospital, medical, accident, disability and life insurance coverage as he was
covered by immediately prior to his termination of employment pursuant to
paragraph 10(a) of this Agreement, for a period ending at the end of the Salary
Continuation Period, or upon the Executive's obtaining new employment, whichever
is earlier.
(b) The Executive may terminate his employment for Good Reason after a
Change of Control. In the event of such termination, the Company shall pay the
Executive the Change of Control Benefits as described in paragraph 9(c) of this
Agreement. The Change of Control Benefits constitute liquidated damages
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and severance pay and upon payment thereof by the Company to the Executive, the
Company shall have no further obligations to the Executive under this Agreement.
For purposes of this Agreement, "Good Reason" shall mean:
(i) Any breach of this Agreement by the Company;
(ii) the assignment to the Executive of any duties inconsistent
with, or the reduction of powers or functions associated with, his positions,
duties, responsibilities and status with the Company immediately prior to a
Change of Control, or any removal of the Executive from or any failure to
re-elect the Executive to any positions or offices the Executive held
immediately prior to such Change of Control, except in connection with the
termination of the Executive's employment by the Company for cause or by reason
of disability;
(iii) the Company's mandatory transfer of the Executive to another
geographic location other than Milwaukee, Wisconsin (the principal executive
offices of the Company), except for required travel on the Company's business to
an extent substantially consistent with the Executive's business travel
obligations immediately prior to such Change of Control;
(iv) the failure by the Company to continue in effect any employee
benefit plan or arrangement as described in paragraph 5(c) hereof in which the
Executive was participating immediately prior to a Change of Control, the taking
of any action by the Company which would adversely affect the Executive's
participation in, or materially reduce the Executive's benefits under, any of
such plans or arrangements or deprive the Executive of any
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material fringe benefit enjoyed by the Executive immediately prior to such
Change of Control; or
(v) a significant adverse change, without the Executive's written
consent, in working conditions or status including but not limited to (A) a
significant change in the nature or scope of the Executive's authority, powers,
functions, duties or responsibilities, or (B) a reduction in the level of
support services, staff, secretarial and other assistance, office space and
accoutrements available to a level below that which is reasonably necessary for
the performance of the Executive's duties as set forth in Section 3 hereof.
In the event that the Executive shall in good faith give a Notice of
Termination (as hereinafter defined) for Good Reason and it shall thereafter be
determined that Good Reason did not exist, the employment of the Executive
shall, unless the Company and the Executive shall otherwise mutually agree, be
deemed to have terminated, at the date of giving such purported Notice of
Termination, by mutual consent of the Company and the Executive and the
Executive shall be entitled to receive only Discretionary Benefits, if any, as
described under paragraph 10(a) of this Agreement.
11. Notice of Termination. Any termination of the Executive's employment
by the Company under Section 9 or by the Executive for Good Reason after a
Change of Control shall be communicated by written Notice of Termination to the
other party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
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12. Interest and Costs. In the event that any payments due to the
Executive hereunder shall fail to be paid when due, such unpaid amounts shall
bear interest at the rate of 12% per annum and if such unpaid amounts are
collected by law or through an attorney-at-law, the Executive shall also be
entitled to collect reasonable attorneys' fees and all costs of collection.
13. Noncompetition. For a period of one year after the termination of
active employment hereunder, the Executive shall not, within the United States,
except as permitted by the Company's prior written consent, engage in, be
employed by, or in any way advise or act for, or have any financial interest in
any business which is a competitor of the Company. The ownership of less than
Five Percent of any class of securities of any corporation listed on a national
securities exchange or regularly traded over the counter even though such
corporation may be a competitor of the Company as specified above, shall not be
deemed as constituting a financial interest in such competitor.
14. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly 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 any such
succession shall be a breach of this Agreement. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which
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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.
(b) This Agreement and all rights of the Executive hereunder shall inure
to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devises and legatees. If the Executive should die while any amounts would still
be payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee, or other designee or, if
there be no such designee, to the Executive's estate.
15. Notice. All notices, requests, demands and other communications
required or permitted to be given by either party to the other party by this
Agreement (including, without limitation, any Notice of Termination of
employment) shall be in writing and shall be deemed to have been duly given when
delivered personally or received by certified or registered mail, return receipt
requested, postage prepaid, at the address of the other party, as follows:
If to the Company, to:
Universal Foods Corporation
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Board of Directors and Secretary
If to Executive, to:
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxx Xxxxxxxx Xxxx.
Xxxxxxxxx, Xxxxxxxxx 00000
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Either party hereto may change its address for purposes of this Section 15 by
giving fifteen (15) days prior notice to the other party hereto.
16. Severability. If any term or provision of this Agreement or the
application hereof to any person or circumstance shall to any extent be invalid
or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
17. Headings. The headings in this Agreement are inserted for
convenience of reference only and shall not be part of or control or affect the
meaning of this Agreement.
18. Governing Law. This Agreement has been executed and delivered in the
State of Wisconsin and shall in all respects be governed by, and construed and
enforced in accordance with, the laws of the State of Wisconsin.
19. Payroll and Withholding Taxes. All payments to be made or benefits
to be provided hereunder by the Company shall be subject to reduction for any
applicable payroll-related or withholding taxes.
20. Entire Agreement. This Agreement supersedes any and all other oral
or written agreements heretofore made relating to the subject matter hereof and
constitutes the entire agreement of the parties relating to the subject matter
hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
UNIVERSAL FOODS CORPORATION ("Company")
By /s/ Xxx X. Xxxxxx
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[CORPORATE SEAL] Attest /s/ X.X. X'Xxxxxx, Sec.
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EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx (SEAL)
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