RESTATED EMPLOYMENT AGREEMENT
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This Agreement made and entered into as of the first day of May, 1997,
by and between QUIPP SYSTEMS, INC., a Florida corporation hereinafter called
"COMPANY," which term shall include its successors or assigns, and XXXXX X.
XXXX, of Miami, Florida, hereinafter called "EMPLOYEE," which term shall include
his heirs, personal representatives or assigns wherever the context so requires
or admits.
W I T N E S S E T H :
WHEREAS, COMPANY is a Florida corporation, involved in the design and
manufacture of material handling equipment for the newspaper and commercial
printing industries; and
WHEREAS, COMPANY and EMPLOYEE entered into that certain Employment
Agreement dated the 20th day of July, 1989; and
WHEREAS, COMPANY and EMPLOYEE entered into that certain Amendment to
Employment Agreement dated the 30th day of April 1991; and
WHEREAS, COMPANY and EMPLOYEE entered into that certain Restated
Employment Agreement dated the 1st day of May, 1993; and
WHEREAS, COMPANY and EMPLOYEE entered into that certain Restated
Employment Agreement dated the 1st day of May 1995; and
WHEREAS, COMPANY and EMPLOYEE wish to further amend and modify such
Employment Agreement to provide for the continued retention of the services of
EMPLOYEE as President of COMPANY until such time as a successor is designated by
the Board of Directors
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of COMPANY and assumes the responsibilities of that office, and thereafter to
provide for the performance of services by EMPLOYEE on a consulting basis.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed between the parties as follows:
1. COMPANY employs EMPLOYEE as its President and Chief Executive
Officer to serve and perform such duties at such times (but not to exceed an
average of four days per week) and places, and in such manner as the Board of
Directors of COMPANY from time to time may direct, until such time as the Board
of Directors designates a successor for EMPLOYEE as President and such successor
assumes the responsibilities of that office (the "Succession Event"). Upon the
occurrence of the Succession Event, EMPLOYEE will be designated President
Emeritus of COMPANY.
2. Following the Succession Event, COMPANY shall retain EMPLOYEE to
provide services to COMPANY as a consultant to COMPANY. In his capacity as a
consultant, EMPLOYEE will assist COMPANY with respect to such strategic
planning, sales, engineering and other operational matters as are requested by
COMPANY.
3. COMPANY agrees to pay EMPLOYEE prior to the Succession Event:
A. Basic compensation at the rate of One Hundred Ten Thousand
($110,000) dollars per annum, payable in bi-weekly installments of Four Thousand
Two Hundred Thirty and 77/100 ($4,230.77) Dollars, plus any additional
compensation granted by COMPANY'S Board of Directors during the life of the
contract, said increases to apply until the earlier of (i) the end of the term
of the contract remaining after the effective date of such increases and (ii)
the Succession Event.
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B. An incentive bonus pursuant to the QUIPP, INC. EXECUTIVE
INCENTIVE COMPENSATION PLAN. The amount of the corporate contribution to the
plan, if any, and the allocation of bonuses, if any, to EMPLOYEE will be
established by the Board of Directors of Quipp Inc., a Florida corporation that
is the only shareholder of COMPANY, and/or a duly designated committee thereof.
4. COMPANY agrees to pay EMPLOYEE after the Succession Event, for
EMPLOYEE'S services as a consultant, at the rate of $600 for each day EMPLOYEE
provides services pursuant to this Agreement.
5. During the term of this Agreement, COMPANY shall, both before and
after the Succession Event:
A. Provide EMPLOYEE with an automobile and its reasonable
operating expenses. The acquisition of such automobile shall be approved by the
Compensation Committee of COMPANY'S Board of Directors or, if such a Committee
has not been appointed, by COMPANY'S Board of Directors. Any tax liability
incurred by EMPLOYEE as a result of the provision of this vehicle shall be the
responsibility of EMPLOYEE.
B. In accordance with COMPANY practice regarding such
expenses, reimburse EMPLOYEE for travel and entertainment expense reasonably
incurred as a consequence of his employment by, or service as a consultant to,
COMPANY.
6. A. COMPANY agrees that it will continue EMPLOYEE'S health insurance
(which, for purposes of this Agreement shall be deemed to include family
coverage then available to a full-time employee similarly situated (i.e.,
serving in an executive capacity)) until EMPLOYEE'S seventieth (70th) birthday,
provided that EMPLOYEE pays the same premium or
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portion thereof as is then paid by any full-time employee similarly situated
(regardless of whether such premium is payable before or after the Succession
Event and regardless of whether the EMPLOYEE is then providing services to the
COMPANY) for such equivalent coverage. During the time of continuation of said
insurance, insurance provided by COMPANY shall be subordinate to any other
health insurance (including Medicare or any other governmentally provided
coverage) for which EMPLOYEE is eligible; provided, that the COMPANY shall
reimburse EMPLOYEE for any Medicare, Part B premiums paid by EMPLOYEE during
such time.
B. EMPLOYEE shall pay amounts payable by EMPLOYEE under
Section 6.A at the beginning of the relevant year or portion thereof for which
EMPLOYEE is entitled to receive health insurance pursuant to this Section 6,
based on the estimated average premium payable by a participant for equivalent
coverage, and an appropriate adjustment shall be made at the end of such period,
based on the actual premium paid per participant for equivalent coverage.
7. By its approval hereof, Quipp, Inc. agrees that upon termination of
this Agreement or any extension of this Agreement or, if earlier, upon the
occurrence of the Succession Event, Quipp, Inc. shall vest EMPLOYEE one hundred
percent (100%) in all options that he holds to acquire shares of Quipp, Inc.
stock pursuant to any Quipp, Inc. stock option plan or similar plan.
8. EMPLOYEE agrees to devote his time and attention to the business of
the COMPANY as set forth in Section 1 hereof and not to become engaged in any
competing business or practice during the term hereof.
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9. Prior to the Succession Event, EMPLOYEE shall be entitled to a
vacation, sick days and participation in the normal employee fringe benefits
offered by the COMPANY from time to time to any other employee, subject to the
same eligibility and accrual rules as any other employee. Following the
Succession Event, EMPLOYEE shall be entitled to paid vacation time, which shall
accrue on a monthly basis. The amount of vacation time accrued per month will
bear the same proportion to 1/12 of the annual paid vacation time accrued by
EMPLOYEE in 1996 as the number of days of consulting service provided by
EMPLOYEE in a month bears to the number of regular work days for full time
employees of the COMPANY during that month.
10. This Agreement (other than the provisions of Section 6) shall
terminate on April 30, 1999; provided, that this Agreement may be extended for
additional one year terms upon written agreement between COMPANY and EMPLOYEE.
11. The invalidity of unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
12. This Agreement shall inure to and be binding on the parties hereto
and their respective heirs, successors and assigns.
13. This document shall be construed for all purposes as a Florida
document and shall be interpreted and enforced in accordance with the laws of
the State of Florida.
14. This Agreement contains the entire understanding among the parties
hereof, and supersedes all prior agreements and understandings, including the
agreements referenced in the preambles to this Agreement. This Agreement shall
become effective when signed by the parties hereto and when Quipp, Inc.
indicates, by its signature hereto, approval of this Agreement, and by such
approval, Quipp, Inc. agrees to the provisions of Section 7. This Agreement may
be
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amended by a written agreement between COMPANY and EMPLOYEE that is approved in
writing by Quipp, Inc.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
QUIPP SYSTEMS, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Executive Vice President
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
APPROVED:
QUIPP, INC.
BY: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chairman of the Board
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