EMPLOYMENT AND NON-COMPETE AGREEMENT
AGREEMENT, dated as of May 17, 2000, between Xxxxxxx Industries, Inc., a
Delaware corporation ("Xxxxxxx"), and Xxxxxxx X. Xxxxxxx ("Employee").
1. Effective beginning the date Employee's successor starts work through
May 31, 2001 (the "Term"), Employee shall be paid a salary of $135,000
in equal bi-weekly installments.
2. During the Term, Employee agrees to provide, during mutually agreeable
times as requested by Xxxxxxx'x then General Counsel or Chief
Financial Officer, up to sixty days full-time work (in one day
increments and up to four day per week) on projects selected by said
individuals. This would be at no additional charge, other than
reasonable out-of-pocket expenses.
3. If, during the Term, Xxxxxxx requests additional work days from
Employee (in one day increments up to four days per week), Employee
shall be paid additional compensation of $1,400 per day, plus
reasonable out-of-pocket expenses. From and after the earlier of (i)
completion of ten days full-time work, or (ii) September 15, 2000,
nothing in this Agreement shall prohibit Employee from accepting full
or part-time employment from any non-competitor of Xxxxxxx, and any
such additional work days shall be scheduled to accommodate any such
alternative employment.
4. During the Term, Employee shall remain an employee and eligible for
continuation of employee benefits, including but not limited to life
insurance, health and disability coverage and continued participation
in the deferred compensation plan. Employee shall, however, not be
entitled to any additional vacation accrual or any bonus payments for
compensation paid during the Term.
5. In the event of Employee's death during the Term, Employee shall cease
to be an employee. In that event, Xxxxxxx agrees to make any
remaining payments pursuant to items 1 and 6 to Employee's estate.
6. If, as and when bonuses pursuant to Xxxxxxx'x 2000 fiscal year bonus
plan are paid to employees generally, Employee shall be entitled to
participate at a 75% bonus level (subject to upward or downward
adjustments as provided in the plan based on Xxxxxxx'x 2000 earnings)
for base compensation earned in 2000 prior to the commencement of the
Term.
7. Employee agrees not to assist any foreign or domestic manufacturer or
distributor of copper tubing, copper or plastic fittings, IPD's
Engineered Products, or brass rod, until March 31, 2005 (or, if less,
the maximum time permissible under applicable law).
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8. Each provision of this Agreement shall be independent of all other
provisions, and if any provision of this Agreement is declared invalid
by any court or other governmental agency of competent jurisdiction,
each other provision of this Agreement shall remain in full force and
effect and shall be construed to the extent possible as consistent
with all other valid provisions in order to carry out the intent of
the parties hereto.
9. This Agreement is governed by the laws of the State of Tennessee.
XXXXXXX INDUSTRIES, INC.
/S/XXXXXXX X. X'XXXXX /s/XXXXXXX X. XXXXXXX
By: Xxxxxxx X. X'Xxxxx Xxxxxxx X. Xxxxxxx
President and CEO
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