Exhibit 10.6
THIS AGREEMENT (the "Agreement") is made and entered into this 5th day of March,
1999, by and between XXXXXX X. XXXXXX (the "Executive"), and STANDARD COMMERCIAL
CORPORATION, a North Carolina corporation with principal offices in Wilson,
North Carolina (the "Company").
R E C I T A L S:
WHEREAS, the Company is primarily engaged in the business of purchasing,
processing and selling tobacco and wool at wholesale internationally and within
the United States of America; and
WHEREAS, the Company and the Executive desire to provide for Executive's
continued employment with the Company as an executive; and
WHEREAS the Company is willing to employ the Executive, and the Executive is
willing to accept such employment upon the terms and conditions herein set
forth.
NOW, THEREFORE, in consideration of the mutual promises and premises of the
parties herein expressed, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
Section One - Employment of Executive/Duties
A. The Company hereby employs the Executive, and the Executive agrees to
be employed by the Company in the capacity of Chief Financial Officer, subject
to the terms and conditions herein set forth. The Executive will report to the
President and CEO.
B. The Executive shall be responsible for maintaining the current and
long term effectiveness and efficiency of all financial functions of the
Company, including without limitation the supervision and oversight of the
following departments or divisions: corporate treasury, corporate comptroller,
investor relations, financial and strategic planning and development,
information systems, tax and external auditing. Further, the Executive shall be
accountable for ensuring that the accounting records of the Company are
prepared, maintained and reported in accordance with generally accepted
accounting principles, and that all ledgers reconcile.
C. The Executive shall devote his time, skill, attention and best efforts
to the business of the Company. Such time of the Executive shall be devoted as
shall be reasonably required to promote and protect the bets interest of the
Company. The Executive may serve as a director of or consultant to other
corporations only to the extent that such duties are known to and approved by
the CEO. The Executive shall not be restricted in making personal investments
unless they are prohibited under this Agreement or otherwise detract from the
time and attention devoted to the business of the Company.
Section Two - Compensation
A. The Company shall pay the Executive an Annual Base Salary at the rate
of one hundred fifty thousand and no one-hundredths dollars ($150,000.00) per
year, payable in equal monthly installments unless the Company sets a different
periodic basis for the payment of salaries, less deductions authorized by law.
The Company shall review the Executive's salary annually.
B. Executive shall be entitled to participate in the fringe benefit
program which the Company may establish and modify from time to time for the
benefit of all its executive and
management employees, including, but not limited to, health insurance,
disability insurance, qualified stock option plans, non-qualified stock option
plans, qualified retirement plans, non-qualified retirement plans, life
insurance plans and executive incentive compensation plans, provided that the
benefits shall not be duplicated for any specific benefit afforded Executive
under the terms of this Agreement.
Section Three- Vacation and Sick Leave
A. During the term of his employment hereunder, the Executive shall be
entitled to and receive as an additional benefit annual vacation leave of four
(4) weeks per year, during which time his compensation shall be paid in full.
Such vacation shall be taken by the Executive and the Company. Earned vacations
not taken in a calendar year may be accrued and carried forward to the following
calendar year, or for such longer period, if any, as shall be consistent with
the vacation policy of the Company for its executive officers. Any unused
vacation leave existing at the time the Executive ceases to be employed by the
Company shall be paid to him in cash at his then-current Annual Base Salary.
B. The Executive shall also be eligible for, and receive as an additional
benefit, annual sick leave in accordance with the then-existing rules and
regulations adopted and modified by the Company from time to time for its
executive officers.
Section Four - Restrictive Covenants and Confidentiality of Customer Lists and
Trade Secrets
The Executive agrees that during the term of his employment and permanently
following termination of such employment for any reason whatsoever, he will not
disclose to any person, firm, association, partnership, corporation, or other
entity, other than in the discharge of his duties hereunder or pursuant to order
of court, any governmental agency or body, or at the request of the Company, any
information the disclosure of which is adverse to the business of the Company,
including without limitation information relating to: (1) the business
operations or internal structure of the Company; (2) the customers of the
Company; (3) the financial operation of the Company; and (4) other information
of a secret or proprietary nature, including but not limited to trade secrets,
technical data, sales figures and forecasts, marketing analysis and studies,
customer and price lists, including any and all of the foregoing confidential
information of any affiliates or subsidiaries of the Company. All papers and
records of every kind, including all memoranda, lists, tapes, notes, sketches,
designs, plans, data and other documents, whether or not made or prepared by the
Executive, relating to the business and affairs of the Company, its successors,
affiliates and subsidiaries, or to any business or field of investigation of the
Company which shall at any time come into the possession or control of the
Executive, shall be surrendered to the Company, at the Company's expense, upon
written requests received while either the Executive is in the employ of the
Company or after such employment shall have ceased.
Section Five - Change of Control
Should there be a change in control of the Company either through a sale of
its stock or through a sale of its assets, and the acquirer of control does not
offer the Executive employment acceptable to him, the Company shall pay to the
Executive a sum of equal to two (2) years' salary based on Executive's
then-Annual Base Salary. In addition, the Executive shall also be entitled to
receive at such time, in one lump sum, such portion of his Annual Base Salary
earned prior to the date of such termination but then unpaid.
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Section Six - Termination
A. The Company may at any time terminate this Agreement for cause. For
this purpose, "cause" is defined to mean that the Executive has (i) been guilty
of serious neglect or misconduct in carrying out his responsibilities and
obligations hereunder; or (ii) failed or refused faithfully and diligently to
perform the customary duties of his employment or failed to adhere to the
provisions of this Agreement; or (iii) failed or refused to comply with the
reasonable policies, rules and regulations established from time to time by the
Company's Board of Directors, and duly authorized committee thereof, or the CEO;
or (iv) has violated the provisions of Section Four hereof.
B. The Company may terminate this Agreement at any time, other than for
cause, on thirty (30) days' prior written notice, in which event the Company
shall for the one (1) year immediately following such termination continue to
pay to the Executive the equivalent, less deductions authorized by law, of his
Annual Base Salary at the time of such termination, and shall continue to
provide the Executive at its cost, with health and life insurance coverage
equivalent to that in effect for the Executive at the time of termination. In
addition, the Executive shall also be paid in one lump sum such portion of his
Annual Base Salary earned prior to such date of termination, but then unpaid.
Section Seven - Miscellaneous
A. The Company shall indemnify the Executive in his capacity as an
executive officer of the Company consistent with, and subject to, the terms and
conditions relating to indemnification contained in the Articles of
Incorporation and Bylaws of the Company. This indemnity obligation shall survive
the termination of this Agreement.
B. This Agreement shall not be assignable by the Executive nor shall his
duties hereunder be delegable by the Executive. Further, this Agreement shall
inure to the benefit of and be binding upon any corporate or other successor(s)
of the Company which may acquire, directly or indirectly, by merger,
consolidation, purchase, or otherwise, all or substantially all of the assets of
the Company, and shall otherwise be binding upon the parties hereto, and their
respective heirs, executors, administrators, successors and assigns, as
appropriate.
C. This Agreement supersedes and cancels all prior agreements and
understandings between the parties with respect to Executive's employment by the
Company, and constitutes the entire agreement between the parties with respect
to such matter.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have made
and entered into this Agreement as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
STANDARD COMMERCIAL CORPORATION
By: /s/ R E Xxxxxxxx
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President & CEO
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