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EXHIBIT 19
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, dated as of November 12, 1996, by and between Medex,
Inc., and Ohio corporation (the "Company"), and Xxxx Xxxxx (the "Executive").
The Company agrees to employ Executive and Executive agrees to serve
in the employ of Company as an executive, as follows:
1. Term. Executive acknowledges that this Agreement does not create any
obligation on Executive's part to work for Company, nor for Company to employ
Executive for any fixed period of time, and Executive's employment may be
terminated at any time with or without cause. Executive and Company
acknowledge that employment of Executive will be subject to the terms and
conditions of this Agreement, but shall be terminable at will by either party.
The term of this Agreement is one year, except that Section 5 shall survive the
expiration or termination of this Agreement.
2. Notice. Written notice of termination of Executive's employment shall
be given by either the Company or Executive to the other Party not less than 90
days prior to the effective date of said termination. Such notice shall be
given to the Company at 00000 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000,
Attention: Vice President, Human Resources and to Executive at
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his place of employment. Executive and Company acknowledge that the notice of
termination requirement of this Section in no way effects the at-will employment
relationship between the Parties.
3. Compensation. As compensation for all services tendered by Executive
under this Agreement, Executive shall be paid as follows:
A. Salary. Executive shall be paid a base salary at the rate in
effect immediately prior to the date of this Agreement. The salary will be
paid in the same installments as prevail for other executives of the Company.
B. Benefits. In addition, Executive shall be eligible to
participate in the benefit plans and programs which were applicable to
similarly situated executives.
X. Xxxxxxxxx. In the event Executive's employment is involuntarily
terminated by the Company within one year from the date of this Agreement,
other than after a "change in control" as defined in the Employment Agreement,
as amended, previously executed by Executive, Executive shall be entitled to
severance payments equivalent to the greater of (i) one year of salary and
bonus (based upon "Target Income"); or (ii) the amount which they would be
entitled to under the Comopany's current severance practices (which the
Employee acknowledges is no greater than one month of base salary for each year
of employment plus an
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additional two months of base salary if Executive is greater than 40 years old
at the date of termination). However, should Executive's employment be
terminated due to the occurrence of any of the following: Executive violates
the provisions of Section 4 or 5 herein, commits, is arrested or otherwise
officially charged with a felony or any crime involving moral turpitude, or any
other criminal activity or unethical conduct which, in the good faith opinion
of the Company, would impair Executive's ability to perform his duties
hereunder or would impair the business reputation of the Company, Executive
shall not be entitled to receive any severance payments. Company and Executive
acknowledge that merger contemplated with Furon Company shall not constitute a
"change in control" under the Employment Agreement.
4. Obligation of Loyalty. Throughout Executive's employment with the
Company, Executive is required to devote his full time and energy to the
performance of his duties and responsibilities and to the promotion of the
Company's interests.
5. Confidentiality. Recognizing that the knowledge and information about,
or relationships with, the business associates, customers, clients and agents
of the Company and its subsidiaries or affiliates and the business methods,
systems, plans and policies of the Company and of its subsidiaries and
affiliates which Executive has heretofore and shall hereafter receive, obtain
or establish as an employee of the Company or
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otherwise are valuable and unique assets of the Company, Executive agrees that,
during the continuance of this Agreement and thereafter, he shall not
(otherwise than pursuant to his duties hereunder) disclose without the written
consent of the Company, any material or substantial, confidential or
proprietary know-how, data or information pertaining to the Company, its
subsidiaries or affiliates, or its business, personnel or plans, to any person,
firm, corporation or other entity, for any reason or purpose whatsoever.
Executive acknowledges and agrees that all memoranda, notes, records and other
documents made or compiled by Executive or made available to Executive
concerning the Companies business shall be the Company's exclusive property and
shall be delivered by Executive to the Company upon expiration or termination
of this Agreement or at any other time upon the request of the Company.
6. Severability. If any provision of this Agreement or any part hereof
is invalid, unlawful or incapable of being enforced by reason of any rule of
law or public policy, all conditions and provisions of this Agreement which can
be given effect without such invalid, unlawful or unenforceable provision
shall, nevertheless, remain in full force and effect.
7. Warranty. Executive warrants and represents that he is not and will
not become a party to any agreement, contract, arrangement or understanding,
whether of employment or otherwise,
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that would in any way restrict or prohibit him from undertaking or performing
his duties in accordance with this Agreement.
8. Effect of Other Agreements. This Agreement does not supersede any
previously written and executed agreements between the parties herein, such as
the "Employment Agreement" which becomes effective under certain conditions
when there is a change in control of the Company. The Executive has reviewed
and executed the "Memorandum and Acknowledgement" dated September 20, 1996
concerning Supplemental Executive Retirement Plan/Keyman Life Insurance. The
Memorandum and Acknowledgement is incorporated herein by reference as if set
forth fully herein. This Agreement shall, from the date of its execution,
supersede, in all respects, all previous oral agreements in regard to
employment between Executive and the Company. This Agreement shall not be
altered, modified, amended or terminated except by written instrument signed by
each of the Parties hereto.
9. Governing Law. This Executive Employment Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Ohio.
10. Effectiveness. This Executive Employment Agreement shall become
effective upon consummation of the tender offer being made by Furon Company for
the outstanding Common Stock of the Company.
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In witness whereof, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date first written above.
EXECUTIVE COMPANY: MEDEX, INC.
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Name: By:
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Xxxx Xxxxx
Date: Title:
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Date:
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