Exhibit 10
CONSULTING AGREEMENT made as of June 1, 2003, by and between TRANS-LUX
CORPORATION, a Delaware corporation, transacting business at 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxx (hereinafter referred to as "Company"), and XXXXXXX
XXXXXX, residing at X.X. Xxx 000, Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter
referred to as "Xxxxxx").
WHEREAS, the parties have heretofore entered into an employment and
consulting agreement dated as of September 1, 2000, as amended; and
WHEREAS, the parties desire to enter into a new agreement; and
WHEREAS, Xxxxxx for approximately fifty-three (53) years has been
continuously engaged as an employee, officer, consultant and/or director of the
Company, and for approximately thirty-seven (37) years and thirty-two (32) years
respectively has been an executive officer and chief executive manager of the
affairs of the Company and its subsidiaries and affiliates; and
WHEREAS, Xxxxxx has had a long, continuously successful experience and
performance in the business operations of the Company and has a unique and deep
knowledge of the management, needs, trade secrets, know-how and affairs of the
Company and its subsidiaries and affiliates; and
WHEREAS, by reason of all of the aforesaid, Xxxxxx'x services are uniquely
valuable and advantageous to the Company; and
WHEREAS, it is the considered judgment of the Board of Directors of the
Company that it is in the best interests and to the advantage of the Company
that it secure to itself additional commitments from Xxxxxx for the performance
of consulting services to the Company to the extent and upon the terms
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual premises herein contained,
the parties agree with each other that the following is their agreement
("Agreement") in its entirety effective June 1, 2003:
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1. The Company hereby engages Xxxxxx to perform consulting services to the
Company on the terms and conditions hereinafter set forth, and Xxxxxx hereby
accepts such engagement with the Company for a term ("Term") of eight years and
seven months commencing on June 1, 2003 and ending on December 31, 2011.
Notwithstanding the foregoing, (i) Xxxxxx may terminate the Term of this
Agreement at any time, on no less than sixty (60) days prior written notice.
2. (a) During the Term, Xxxxxx will render to the Company such consulting
services as may be reasonably assigned to him from time to time by the Board of
Directors of the Company, or by the Executive Committee of the Company, provided
that such services are of a type, dignity and nature appropriate to the former
Chairman of the Board, chief executive officer and executive manager of the
Company and further provided that: (i) such consulting services shall be
required to be rendered by him only in Santa Fe, New Mexico or such other
location in the United States designated by Xxxxxx, (ii) Xxxxxx'x inability to
act as such consultant by reason of illness, disability or lack of capacity
shall not be deemed a breach of this Agreement, and (iii) in Xxxxxx'x sole
opinion the rendition of such services shall not be detrimental or injurious to
his health. It is further agreed that such services shall not require more than
sixty (60) hours service during any month; that Xxxxxx'x unavailability at any
particular time shall not constitute a breach of this Agreement; that Xxxxxx
may, in his sole opinion, determine that such services may be rendered by
telephone, mail or other means of communication; and that Xxxxxx'x failure to
render such services because of his absence from Santa Fe, New Mexico or such
other location in the United States designated by Xxxxxx shall not be deemed a
breach of this Agreement. Xxxxxx shall be the sole and absolute judge of his
ability to render such consulting services, and Xxxxxx'x conclusion that the
rendition thereof would be harmful to him shall absolve and excuse Xxxxxx from
the rendition of such consulting services,
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but the payments and/or benefits to Xxxxxx shall continue to be made as provided
in Paragraph 3(f).
(b) During the Term the Company shall use its best efforts to nominate and
elect Xxxxxx from year to year as a director, and a member of the Executive
Committee of the Company. In the event that Xxxxxx shall not be elected at all
times during the Term hereof, as a member of its Board of Directors, and as a
member of the Executive Committee, unless Xxxxxx in writing declines to so serve
or resigns as a director or member of the Executive Committee, the same shall,
at Xxxxxx'x option, constitute a material breach of this Agreement by the
Company unless the Company shall completely cure such breach within thirty (30)
days from receiving notice from Xxxxxx specifically setting forth the claimed
breach. Upon (i) failure of the Company to cure such breach within such thirty
(30) day period, or (ii) in the event there is a "Change-in-Control" as
hereinafter defined, Xxxxxx, at his option, shall at any time thereafter be
entitled to terminate his obligations hereunder by notice ("Notice") to the
Company, specifically including the rendition of any services by him to the
Company. After the giving of the Notice, the Company shall pay to Xxxxxx,
notwithstanding such termination, all sums payable or otherwise provided to
Xxxxxx under this Agreement for the balance of the Term, including, but not
limited to: (i) the fees, Profit Participation and Bonus payments provided to
be paid to him pursuant to Paragraphs 3(a), (b) and (c) for the period from the
date of such Notice of termination through December 31, 2011; and (ii) the
insurance and other benefits provided under this Agreement. The aforesaid sums
and benefits shall be paid or provided to Xxxxxx as follows: (i) the aggregate
fees provided to be paid for the balance of the Term pursuant to Paragraph 3(a)
shall be paid to Xxxxxx in one lump sum ten (10) days after such Notice of
termination, in the same aggregate amounts as are so provided in said Paragraph
3(a) to be paid for the balance of the Term (adjusted for the CPI Adjustment, as
hereinafter defined, to the date of such payment); and (ii) the sums provided to
be paid pursuant to Paragraphs 3(b)
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and (c) and the insurance and other benefits provided under this Agreement,
shall be paid or provided to Xxxxxx in the same manner, at the same times, and
in the same amounts as is provided in the said Paragraphs (b) and (c) and in
Paragraph 4 and elsewhere in the Agreement to be paid or provided during the
balance of the Term.
(c) Nothing contained in this Agreement shall in any way limit or prevent
Xxxxxx from:
(i) being connected with, in any manner whatsoever, including, without
limiting the generality of the foregoing, as owner, investor, executive or
director or otherwise in any business whatsoever, including, without limiting
the generality thereof, the business of producing, distributing or exhibiting
motion pictures, or the business of film booking and buying, so long as the
business is not directly competitive with any business of the Company;
(ii) owning or dealing in the stock or securities of any corporation whose
stocks or securities are traded on any public market provided that such holdings
of Xxxxxx in any individual corporation that is a direct competitor of the
Company shall not exceed five (5%) percent of the outstanding securities of any
class of any such corporation.
(d) A "Change-in-Control" shall occur if, after the date hereof (i) any
Person is or becomes the beneficial owner, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of transactions of
shares of capital stock of the Company entitling such Person to exercise 20% or
more of the total voting power of all shares of capital stock of the Company
entitled to vote generally in the election of directors; (ii) the Company sells
or transfers all or substantially all of the assets of the Company to another
Person; (iii) there occurs any consolidation of the Company with, or merger of
the Company into, any other
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Person, any merger of another Person into the Company other than (a) a merger
which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock and Class B Stock, (b) a
merger which is effected solely to change the jurisdiction of incorporation of
the Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of Common Stock, or (c) a
transaction in which the stockholders of the Company immediately prior to such
transaction owned, directly or indirectly, immediately following such
transaction, a majority of the combined voting power of the voting capital stock
of the corporation resulting from the transaction, such stock to be owned by
such stockholders in substantially the same proportion as their ownership of the
voting stock of the Company immediately prior to such transaction; (iv) a change
in the Board of Directors in which the individuals who constituted the Board of
Directors at the beginning of the 24-month period immediately preceding such
change (together with any other director whose election by the Board of
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of at least a majority of the directors then in office
either who were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors then in office; or (v) the Common Stock
is the subject of a "Rule 13e-3 transaction" as defined under the Securities
Exchange Act of 1934 ("Exchange Act"). For purposes of this Section 2, the term
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof. Such term also (i)
includes any syndicate or group deemed to be a "Person" under Section 13(d)(3)
of the Exchange Act, but (ii) excludes Xxxxxx, the Company, any Subsidiary, any
existing Person (including, directly or indirectly, the immediate family
(parents, spouse, children, stepchildren, brothers or sisters) of any such
Person), who currently beneficially owns shares of the Company's capital stock
with
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20% or more of the voting power as described above, or any current or future
employee or director benefit plan of the Company or any Subsidiary of the
Company or any entity holding capital stock of the Company for or pursuant to
the terms of such plan, or any underwriter engaged in a firm commitment
underwriting in connection with a public offering of capital stock of the
Company.
"Subsidiary" means a corporation of which more than 50% of the issued and
outstanding stock entitled to vote for the election of directors (otherwise than
by reason of default in dividends) is at the time owned or controlled, directly
or indirectly, by the Company.
3. (a) During the Term the Company agrees to pay Xxxxxx, in addition to
Directors' fees and fees as a member of the Executive Committee and other
Committees, if any, of the Board of Directors of the Company (such fees to be
paid in the same amounts as non-employee directors are paid), a sum at the rate
of $377,464.83 per annum, subject to the CPI Adjustment for each future calendar
year from 2003 CPI, as hereinafter provided.
(b) During the Term the Company also agrees to pay Xxxxxx (i) an amount
equal to one and one-half percent (1-1/2%) of the Company's pre-tax consolidated
earnings, as hereinafter defined, in each calendar year (including the full 2003
calendar year) during the Term hereof, (hereinafter the amounts payable under
this Paragraph 3(b) are collectively referred to as the "Profit Participation").
Such pre-tax consolidated earnings shall be fixed and determined by the
independent certified public accountants regularly employed by the Company.
Such independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by the Company's independent certified public accountants in
arriving at such annual pre-tax consolidated earnings as disclosed in the
Company's annual statement for that year of profit and loss released to its
stockholders. The determination by such independent certified public
accountants shall be final, absolute and controlling upon the parties. Payment
of such amount, if
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any is due, shall be made for each year by the Company to Xxxxxx within thirty
(30) days after such accountant shall have furnished an opinion on such
statement to the Company disclosing the Company's pre-tax consolidated earnings
for such calendar year. The Company undertakes to use its reasonable efforts to
cause said accountants to prepare and furnish such opinion within one hundred
thirty (130) days from the close of each such fiscal year and to cause said
independent certified public accountants, concomitantly with the delivery of
such opinion by said accountants to it, to deliver a copy of such statement to
Xxxxxx. The Company shall not have any liability to Xxxxxx arising out of any
delays with respect to the foregoing.
(c) The Board of Directors of the Company, upon the recommendation of the
Compensation Committee of the Board of Directors, shall consider no later than
May of each year the grant of a bonus ("Bonus") to Xxxxxx based upon the
performance of Xxxxxx during the immediate preceding year during the Term. In
determining whether to grant any such Bonus and the amount thereof,
consideration may be given to the performance of the Company in light of
competitive and economic conditions. Notwithstanding the foregoing, the Company
shall pay to Xxxxxx the highest Bonus applicable for each calendar year ending
December 31, commencing December 31, 2003, in the respective amounts hereinafter
set forth, in the event the Company's pre-tax consolidated earnings for any year
during the Term determined in accordance with Paragraph 3(b), meets or exceeds
the respective amounts hereinafter set forth.
If Pre-Tax Consolidated Annual Non-Cumulative Level of
Earnings in Any Year Exceed Bonus Payable
$ 250,000 5,000
500,000 10,000
750,000 15,000
1,000,000 20,000
1,250,000 31,250
1,500,000 37,500
1,750,000 43,750
2,000,000 50,000
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Over 2,000,000 $ 50,000 plus 2-1/2% of each full increment of
$250,000 over $2,000,000, the total
annual bonus not to exceed $140,310
(e.g., if $2,900,000, $50,000 plus 2-1/2%
of $750,000 or $50,000 plus $18,750 =
$68,750). The maximum of $140,310
payable hereunder for 2003 shall be
subject to the CPI Adjustment for years
following 2003 as hereinafter provided.
(d) Notwithstanding Paragraphs 3(b) and 3(c) of this Agreement, for purposes
of Paragraphs 3(b) and 3(c) of this Agreement, there shall be excluded from the
calculation of pre-tax consolidated earnings during the Term of this Agreement
(i) the amount by which (x) any item or items of unusual or extraordinary gain
in the aggregate exceeds 20% of the Company's net book value as at the end of
the immediate preceding calendar year or (y) any item of unusual or
extraordinary loss in the aggregate exceeds 20% of the Company's net book value
as at the end of the immediate preceding calendar year, in each case in (x) and
(y) above as determined in accordance with generally accepted accounting
principles, and items of gain and loss shall not be netted against each other
for purpose of the above 20% calculation, (ii) any direct effect on pre-tax
consolidated earnings of write-offs of existing prepaid financing costs prior to
the normal amortization schedule of such financings provided however that for
the purposes of this Paragraph 3(d), such financing costs shall thereafter be
amortized in accordance with such normal amortization schedule of such
financings, or (iii) any contractual Bonuses and/or Profit Participations
accrued or paid to Xxxxxx and employees. Each Bonus payment shall be made in
accordance with the time provisions set forth in Paragraph 3(b).
Notwithstanding the foregoing, the Board may, in any event, even if any of the
aforesaid pre-tax consolidated earnings levels are not exceeded, xxxxx Xxxxxx
the aforesaid Bonus or any portion thereof for any such year or any other bonus
based on his performance.
In the event Xxxxxx is entitled to or is awarded a Bonus, the Company shall
notify Xxxxxx thereof no later than May 31 following such year and Xxxxxx shall
have the option of
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receiving such Bonus in (i) cash, (ii) Common Stock and/or Class A Stock of the
Company or (iii) cash and Common Stock and/or Class A Stock in such ratio as
Xxxxxx elects. Such election shall be made by Xxxxxx by written notice to the
Company and the Company shall pay said Bonus in the form elected by Xxxxxx
within fourteen (14) days after receipt of Xxxxxx'x written notice thereof.
Upon Xxxxxx'x failure to make such election within sixty (60) days after notice
to Xxxxxx from the Company of the Bonus, such Bonus shall be paid in cash to
Xxxxxx on the day following the expiration of said sixty (60) day period. In
the event Xxxxxx elects to receive any such Bonus in Common Stock and/or Class A
Stock of the Company, the same shall be valued at the latest closing price of
such Common Stock and/or Class A Stock, as the case may be, on (i) the American
Stock Exchange (or other principal stock exchange on which the Company's Common
Stock and/or Class A Stock is listed or, (ii) if not so listed, on the NASDAQ
National Market System ("NMS") or any comparable system if listed thereon, or
(iii) if not quoted on the NMS or a comparable system, at the mean between the
average of the high and low bid and asked prices on the over-the-counter market)
on the date of Xxxxxx'x election. If there is no trade on such date on any such
exchange or market, then the closing price on the date on which it last traded.
(e) The Company may make appropriate deductions from the said payments
required to be made in this Paragraph 3 to Xxxxxx, to comply with all
governmental withholding requirements.
The payments provided in Paragraph 3(a) shall be made in equal monthly
installments on the 15th day of each month. The payments provided to be made to
Xxxxxx pursuant to said Paragraph 3(a) and the maximum Bonus payable under
Paragraph 3(c) shall each be appropriately adjusted upward ("CPI Adjustment")
for inflation at the beginning of each calendar year commencing in 2004 based on
the United States Department of Labor Bureau of Labor Statistics, Consumer Price
Index, United States City Average.
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The CPI Adjustment shall be paid retroactively when determined, for payments
already made in the applicable calendar year.
Xxxxxx shall also be entitled to reimbursement from the Company for the
amount of the social security payments payable by Xxxxxx based on amounts paid
to him under this Agreement to the extent such social security payments would
have been made by the Company if the fees under Paragraph 3(a) were paid as a
salary. Any such reimbursement payable by the Company hereunder shall be
grossed up to take into account and reimburse Xxxxxx for any tax consequences
resulting therefrom.
This Agreement shall not be deemed abrogated or terminated if the Company,
in its discretion, shall determine to increase the compensation of Xxxxxx for
any period of time, or if Xxxxxx shall accept such increase.
(f) If, during the Term of this Agreement, Xxxxxx shall be prevented from
performing or be unable to perform, or fail to perform his duties by reason of
illness or any other incapacity or disability, the payments and/or benefits
provided in Paragraphs 3 and 4 and elsewhere in this Agreement to be made or
provided to Xxxxxx, shall continue to be made or provided to Xxxxxx for the
balance of the Term, without any reduction whatsoever, at the same times, in the
same manner, and in the same amounts as provided in Paragraphs 3 and 4 and
elsewhere in this Agreement. If Xxxxxx shall die during the Term, the Company
shall pay to Xxxxxx'x widow and/or issue, as provided below in this paragraph,
an amount equal to the aggregate payments provided to be made under Paragraphs 3
(a), (b) and (c) that otherwise would have been payable to Xxxxxx during the
Term but for his death, for the balance of the Term through December 31, 2011,
without any reduction whatsoever. In calculating the respective payments
hereunder to be made under Paragraphs 3(b) and 3(c), such amounts shall
respectively equal (i) the highest Profit Participation provided for in
Paragraph 3(b) hereof and (ii) the highest Bonus payment provided for in
Paragraph 3(c) hereof, received in each case by
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Xxxxxx during the seven (7) year period preceding his death (including for this
calculation any payments of Profit Participation and Bonus paid to Xxxxxx under
any prior employment agreement). Such payments of the amounts provided in
Paragraphs 3(a), (b) and (c) shall be made at the same times, in the same
manner, and in the same amount as provided in Paragraph 3(a)and for the amounts
in Paragraphs 3 (b) and (c) as adjusted herein, as follows: during the first
four (4) years subsequent to Xxxxxx'x death sixty percent (60%) to Xxxxxx'x
widow, if she shall survive him, and in such event the remaining forty percent
(40%) shall be equally divided among his surviving issue, per stirpes and not
per capita. After such four (4) year period the percentages shall be fifty
percent (50%) to Xxxxxx'x widow and the remaining fifty percent (50%) shall be
equally divided among his surviving issue, per stirpes and not per capita. In
the event that Xxxxxx'x wife shall predecease him or, having survived him, shall
die during the balance of the Term ending December 31, 2011, the entire amounts
thereafter payable during the balance of the Term shall be payable as provided
in Paragraph 3(a), and Paragraphs (b) and (c) as adjusted herein, in equal
shares to his surviving issue, per stirpes and not per capita.
4. (a) The Company will continue to furnish to Xxxxxx (provided Xxxxxx is
insurable) a policy of life insurance upon Xxxxxx'x life, the term of which
shall continue during the Term through December 31, 2011. Such policy shall
provide that Xxxxxx, upon the expiration of said policy, shall have a conversion
right privilege, if same is available. Said policy shall provide for a death
benefit of $250,000 payable as follows:
Sixty (60%) percent of the death benefit of such policy to Xxxxx X. Xxxxxx,
his wife, and in such event the remaining forty (40%) percent of such death
benefit shall be equally divided among his surviving issue, per stirpes and not
per capita. In the event that Xxxxxx'x wife shall predecease him, then such
policy shall provide that the entire death benefit payable thereunder shall be
payable in equal shares to his surviving issue, per stirpes and not per capita.
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If Xxxxxx shall not be insurable, or if the amount of such insurance is less
than $250,000, then, upon Xxxxxx'x death during the Term hereof, the Company
shall in every event, pay to Xxxxxx'x said widow and/or issue as provided above
in this Paragraph 4(a), the amount of such uninsured portion within 30 days
after Xxxxxx'x said death. For example, if the amount of insurance is $130,000,
then $120,000 shall be paid by the Company to Xxxxxx'x said widow and/or issue
within 30 days after Xxxxxx'x death.
(b) The Company shall also provide to Xxxxxx and his wife during the Term,
at the Company's expense, medical insurance coverage for Xxxxxx and his wife at
least at the same levels as in effect for him on the date of the execution of
this Agreement, as well as any other group insurance plan, hospitalization plan
(subject to Medicare reimbursements), medical service plan or any other benefit
plan which the Company may have in effect during the Term. Included in such
plans and benefits that the Company will make available or pay to Xxxxxx are
travel and accident insurance and Christmas bonuses to the extent the same are
made available or paid to the senior executives of the Company. Xxxxxx shall
also be entitled to any other insurance and other employee benefits, including
life insurance, which are available to senior executives of the Company.
Notwithstanding the foregoing, Xxxxxx acknowledges and agrees that (i) Xxxxxx is
accepting $50,000 of group term life insurance in place of the larger amount of
group term life that Xxxxxx otherwise would be entitled to and (ii) Xxxxxx is
not entitled to participate in the Company's existing pension plan. The Company
shall continue to pay for and/or reimburse Xxxxxx or his widow for premiums paid
(similarly grossed up for tax purposes) for a second to die life insurance
policy on their lives which is presently in place. Xxxxxx'x widow shall also be
entitled to receive health benefits as and to the extent provided by resolution
of the Board of Directors adopted on September 23, 1999.
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5. The Company agrees that during the Term hereof Xxxxxx shall be provided
with appropriate secretarial and administrative support, office space and office
equipment in connection with his services under this Agreement. The Company
shall also reimburse Xxxxxx for all out-of-pocket expenses incurred by him in
furtherance of the business and activities of the Company, including travel,
board and hotel expenses. During the Term hereof, Xxxxxx shall be entitled to
reasonable periods of sick-leave in each year and vacations not in excess of a
total of six (6) weeks in any one year. The Company shall also furnish Xxxxxx
with a car and driver, as may be requested by Xxxxxx during the Term hereof.
6. A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall be in writing and shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof.
7. Any and all notices required or permitted to be given hereunder shall be
in writing and shall be deemed to have been given when deposited in the United
States mails, certified or registered, addressed as follows:
To Xxxxxx: Xxxxxxx Xxxxxx X.X. Xxx 000 Xxxxxxx, Xxx Xxxxxx 00000
To Company: Trans-Lux Corporation 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx
00000 Att: President
Either party may, by written notice to the other, change the address to
which notices are to be addressed.
8. The Company may itself, or through any of its subsidiaries or
affiliates, make payment to Xxxxxx of the compensation due him hereunder,
provided, however, that if such
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payment be made by a company other than the Company, that fact shall not relieve
the Company of its obligations hereunder, except with respect to the extent of
the amounts so paid.
9. The provisions hereof shall be binding upon and shall inure to the
benefit of Xxxxxx, his heirs, executors and administrators and the Company and
its successors. During the Term of this Agreement, if the Company shall at any
time be consolidated or merged into any other corporation, or if substantially
all of the assets of the Company are transferred to any other corporation, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the corporation resulting in such merger, or to which such assets shall have
been transferred, and this provision shall apply in the event of any subsequent
merger, consolidation or transfer.
10. Whenever in this Agreement the term "issue" is used it shall mean
natural issue except in the case of Xxxxxx'x grandchildren issue shall include
grandchildren legally adopted by Xxxxxx'x natural children.
11. This Agreement contains all the understandings and agreements arrived
at between the parties in relation to the subject matter and supersedes as of
June 1, 2003 the amended and restated agreement between the parties dated as of
September 1, 2000. Notwithstanding the foregoing (i) the right of Xxxxxx to
change designees was waived and deleted as of July 1, 1998 and (ii) all rights
and benefits which accrued or accrue to Xxxxxx on or prior to June 1, 2003 shall
not be abrogated by this new Agreement and shall remain in full force and effect
and this Agreement shall not affect any agreement other than said September 1,
2000 employment agreement between Xxxxxx and the Company and shall not affect
any insurance agreements. The invalidity or unenforceability of any provisions
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.
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12. This Agreement shall not be varied, altered, modified, changed or in
any way amended, except by an instrument in writing, executed by the parties
hereto, or their legal representatives.
IN WITNESS WHEREOF, Xxxxxx has executed and the Company has caused its
President, on its behalf, to execute this Agreement, on the day and year first
above written.
TRANS-LUX CORPORATION
By:/s/ Xxxxxx X. Xxxxx
-------------------------------
Title: Executive Vice President
/s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx Xxxxxx
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