EXHIBIT 10(e)
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT made and entered into as of the 1st day
of April, 2001 by and between Standex International Corporation,
a Delaware corporation with executive offices located at 0 Xxxxx
Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx 00000 (the "Employer") and
Xxxxxx X. Xxxxxx, an individual residing at 00 Xxxxxxx Xxxx,
Xxxxxxx, Xxx Xxxxxxxxx 00000 (the "Employee").
WHEREAS, Employee has heretofore been and is now employed by
Employer in a senior managerial and supervisory capacity,
currently serving as Treasurer and Tax Director; and
WHEREAS, Employer is desirous of retaining the services of
Employee in a senior managerial and supervisory capacity upon the
terms and conditions herein set forth;
NOW THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment; Term. Employer hereby agrees to employ
Employee, and Employee hereby agrees to serve Employer on a full-
time basis as Treasurer and Tax Director of Employer subject to
the direction and control of the Chief Financial Officer of the
Employer, for an initial term of two (2) years commencing as of
April 1, 2001, and then shall automatically renew for successive
one (1) year terms as set forth in the immediately succeeding
subparagraph unless otherwise terminated pursuant to Section 5 of
this Agreement.
Subject to the provisions for termination otherwise included
herein, such term shall automatically be extended for an
additional one (1) year period commencing on April 1, 2003 and
each April 1st thereafter unless either the Employer or the
Employee shall give written notice to the other six-months in
advance of the end of any term stating its intention to terminate
the Agreement at the end of that particular term. In the event
of notice of termination by the Employer, the provisions of
Section 6 shall apply.
2. Best Efforts. Employee agrees, as long as this Agreement is
in effect, to continue devote his same best efforts and the same
time and attention to the business of Employer that he is
presently devoting to said business of Employer, and to the
performance of such executive, managerial and supervisory duties
of a similar nature to those performed for Employer during the
period of service preceding this Agreement.
3. Non-Compete. Except as set forth in the third paragraph of
this Section 3, Employee shall not, while this Agreement is in
effect, engage in, or be interested in, in an active capacity,
any business other than that of the Employer or any affiliate,
associate or subsidiary corporation of Employer. It is the
express intent of the Employer and Employee that: (i) the
covenants and affirmative obligations of this Section be binding
obligations to be enforced to the fullest extent permitted by
law; (ii) in the event of any determination of unenforceability
of the scope of any covenant or obligation, its limitation which
a court of competent jurisdiction deems fair and reasonable,
shall be the sole basis for relief from the full enforcement
thereof; and (iii) in no event shall the covenants or obligations
in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 3, Employee shall not, for a period of one (1) year
after termination of employment (whether such termination is by
reason of the expiration of this Agreement or for any other
reason), within the United States, directly or indirectly,
control, manage, operate, join or participate in the control,
management or operation of any business which directly or
indirectly competes with any business of the Employer at the time
of such termination.
Notwithstanding the foregoing restrictions, the Employee,
during the one (1) year restriction period shall be entitled to
be employed in public accounting, tax or treasury consulting or
in a corporate environment on the condition and understanding
that he will fully abide by and honor the Invention and Trade
Secret Agreement referenced in Section 7 below. No provision
contained in this section shall restrict Employee from making
investments in other ventures which are not competitive with
Employer, or restrict Employee from engaging, during non-business
hours, in any other such non-competitive business or restrict
Employee from owning less than five (5) percent of the
outstanding securities of companies which compete with any
present or future business of Employer and which are listed on a
national stock exchange or actively traded on the NASDAQ National
Market System.
4. Compensation; Fringe Benefits. Employer agrees to
compensate the Employee for his services during the period of his
employment hereunder at a minimum base salary of One Hundred
Thirty Five Thousand Dollars ($135,000) per annum, payable semi-
monthly. Employee shall be entitled to receive such increases in
this minimum base salary, as the Chief Financial Officer of the
Employer shall, with approval of the Chief Executive Officer,
determine.
Employee shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Retirement Savings Plan and in such other
incentive, welfare and retirement benefit plans as are made
available, from time to time to senior management employees of
the Employer.
5. Termination. In addition to the provisions concerning
notice of termination in the second paragraph of Section 1, this
Agreement shall terminate upon the following events:
(a)Death: Employee's employment shall terminate upon his
death, and all liability of Employer shall thereupon cease except
for compensation for past services remaining unpaid and for any
benefits due to Employee's estate or others under the terms of
any benefit plan of Employer then in effect in which Employee
participated.
(b)Disability: In the event that Employee becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable to perform
the services as contemplated herein, then Employer, at its
option, may terminate Employee's employment upon written
notification to Employee. Until such termination option is
exercised, Employee will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
(c)Material Breach: The commission by Employee of any material
breach of the terms of this Agreement by the Employee or
Employer, the non-breaching party may cause this Agreement to be
terminated on 90 days written notice. Employer may remove
Employee from all duties and authority commencing on the first
day of any such notice period, however, payment of compensation
and participation in all benefits shall continue through the last
day of such notice period. For purposes of this Agreement,
material breach shall be defined as:
(i) an act or acts of dishonesty on the Employee's part
which are intended to result in his substantial
personal enrichment at the expense of the Employer;
or
(ii)the Employee willfully, deliberately and
continuously fails to materially and substantially
perform his duties hereunder and which result in
material injury to the Employer (other than such
failure resulting from the Employee's incapacity due
to physical or mental disability) after demand for
substantial performance is given by the Employer to
the Employee specifically identifying the manner in
which the Employer believes the Employee has not
materially and substantially performed his duties
hereunder.
No action, or failure to act, shall be considered "willful" if it
is done by the Employee in good faith and with reasonable belief
that his action or omission was in the best interest of the
Employer. Termination pursuant to Section 5(c) above shall not
qualify for any severance under Section 6 below.
6. Severance. In the event that Employee's employment is
terminated pursuant to Section 1 of this Agreement (exclusive of
a termination after a change in control where severance is
governed by the provisions contained in Section 13 herein and
exclusive of termination pursuant to Section 5), the Employee
shall receive severance pay during an "Aggregate Severance
Period". For purposes of this section, Aggregate Severance
Period is defined as the (i) the "Severance Period" set forth in
the Severance Period column below less (ii) the six-month notice
period, or any portion of such period, set forth in Section 1
above, where no full-time services are required by the Employee
but the Employee continues to receive his base compensation.
Tenure with Employer Severance Period
0 years, but under 3 years 6 months
3 years or more 1 year
7.Invention and Trade Secret Agreement. Employee agrees
that the Invention and Trade Secret Agreement dated January 31,
1988 and the Confidentiality Agreement-Acknowledgment of Title
dated May 9, 1996 signed by the Employee shall remain in full
force and effect while this Agreement is in effect and after its
termination, as provided in the respective agreements, provided,
however, that the non-compete clause of the Invention and Trade
Secret Agreement shall be superseded by the non-compete
provisions of Section 3 of this Agreement.
8. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Employee breaches or threatens to breach his
commitments under Section 3 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Employee contained herein
and therein. Such remedy shall, however, be cumulative, and not
exclusive, to any other remedy, which Employer may have.
9. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement and the Confidentiality Agreement-
Acknowledgment of Title) which may have been previously made by
Employer or its respective subsidiaries or affiliates with
Employee, and this Agreement, together with the Invention and
Trade Secret Agreement and the Confidentiality Agreement-
Acknowledgment of Title, represents all the terms and conditions
and the entire agreement between the parties hereto with respect
to such employment. This Agreement may be modified or amended
only by a written document signed by Employer and Employee.
10. Assignment. This Agreement is personal between
Employer and Employee and may not be assigned; provided, however,
that Employer shall have the absolute right at any time, or from
time to time, to sell or otherwise dispose of its assets or any
part thereof, to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
assignment, the term "Employer" as used herein shall mean and
include such successor corporation.
11. Governing Law; Binding Nature of Agreement. This
Agreement shall be governed by, and construed in accordance with,
the laws of the State of New Hampshire, excluding its choice of
law provisions. This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
12. Survival. The obligations contained in Sections 3, 6,
7 and 13 herein shall survive the termination of this Agreement.
In addition, the termination of this Agreement shall not affect
any of the rights or obligations of either party arising prior to
or at the time of the termination of this Agreement or which may
arise by any event causing the termination of this Agreement.
13. Change of Control.
(a)In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of
Regulation 14A of the Securities Exchange Act of 1934:
(i) Employer may terminate Employee's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii)Employee may terminate his employment at any time if
there is a change in his general area of responsibility, title or
place of employment, or if his salary or benefits are lessened or
diminished.
(b)Following a change of control of Employer, any
termination of Employee's employment either by Employee
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence
of substantial and indisputable intentional personal
malfeasance in office, then:
(i) Employee shall be promptly paid a lump sum payment equal to
one times his current annual base salary plus one times the most
recent annual bonus paid to him;
(ii)Employee shall become 100% vested in all benefit plans
in which he participates including but not limited to the Standex
Retirement Savings Plan, the Management Savings Program portion
of the Standex Annual Incentive Program and all restricted stock
options and performance share units granted under the Standex
Long Term Incentive Program and any other stock option plans of
the Employer;
(iii)One year of benefit service shall be added to the years
of service credited to Employee under the Standex Retirement
Plan;
(iv)The salary and bonus paid under Section 13.(b).(i)
shall be deemed the Employee's compensation during such one
additional year for purposes of the computation of his pension
under the Standex Retirement Plan; and
(v) All life insurance and medical plan benefits covering the
Employee and his dependents shall be continued at the expense of
Employer for the one-year period following such termination as if
the Employee were still an employee of the Employer.
14. Notices. Any notice to be given pursuant to this
Agreement shall be sent by certified mail, postage prepaid, or by
facsimile (with a copy mailed via first class mail, postage pre-
paid) or delivery in person to the parties at the addresses set
forth in the preamble to this Agreement or at such other address
as either party may from time to time designate in writing.
15. Covenants Several. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
IN WITNESS WHEREOF, Employer has caused this Agreement to
be executed on its behalf by its authorized officers and Employee
has executed this Agreement as of the day and year first above
written.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Its: President/CEO
ATTEST:
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Secretary
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
Witness Xxxxxx X. Xxxxxx
