EXHIBIT 10(C)(8)
AGREEMENT
This Agreement made this 31st day of July, 1999, between Xxxxxxx Xxxxxx
("Xxxxxx") and Xxxxxx Products, Inc., a Delaware corporation ("Company") at Des
Plaines Illinois.
The Company desires to accept the proposal for part-time employment
effective with the close of business on July 31, 1999, on the terms, conditions
and in accordance with the provisions as set forth herein. Xxxxxx has since
February 1, 1956, served the Company in various capacities including, but not
limited to Director, corporate officer, Chairman of the Board, and Chief
Executive Officer, and has been directly involved in the creation, acquisition
and operation of many aspects of the business of the Company and of its
subsidiaries within the United Sates and in foreign countries.
In consideration of the premises hereof and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, the parties hereby agree as follows:
1. Effective August 1, 1999 ("Resignation Date"), Xxxxxx will
relinquish his duties and responsibilities and resign from the offices of
Chairman of the Board and Chief Executive Officer of Xxxxxx Products, Inc.
(Delaware), as a member of the Executive Committee of Xxxxxx Products, Inc.
(Delaware), and as an officer of those of its subsidiaries of which he is an
officer and as a director of those subsidiaries of which he is a director.
Xxxxxx will continue to serve as a member of the Board of Directors of Company
until otherwise determined by himself, the Board of Directors or the
shareholders of Company. Xxxxxx will remain, during the Salary Continuation
Period (defined below), a part-time employee of Company to be available at the
request of its Chairman not to exceed twenty (20) hours during any calendar
month, subject to his availability.
2. Salary. Xxxxxx will be paid $1,491,000 as compensation over a period
of three years, from August 1, 1999 until July 31, 2002 (Salary Continuation
Period), subject to normal withholdings and deductions as required by law.
3. Health Insurance. During the Salary Continuation Period, Xxxxxx
shall be entitled to continue his participation in the group health insurance
program under which he was covered immediately prior to the Resignation Date if
in effect and if not, he may participate in any such plan then in effect in
accordance with its terms: provided, however, that to continue his participation
in any such program, Xxxxxx shall be responsible throughout the Salary
Continuation Period for paying the same monthly premiums and costs as he would
otherwise have been responsible for had he remained in Xxxxxx'x employ during
such period.
4. Medicare Coverage. On August 2, 2002, Xxxxxx will become Medicare
eligible and all coverage under the Company's medical plan (as may be in force
from time to time) will cease. Effective that date, Xxxxxx will have the option
of enrolling in the Medicare Supplement and Prescription Plan as may then be in
effect and in accordance with its terms. If Xxxxxx enrolls in the Medicare
Supplement and Prescription Plan, Xxxxxx will pay the premium cost to the
insurance company as long as he participates in the Plan.
5. Dental Insurance. During the Salary Continuation Period, Xxxxxx
shall be entitled to continue his participation in the dental insurance program
under which he was covered immediately prior to the Resignation Date if in
effect and if not, he may participate in any such plan then in effect in
accordance with its terms; provided however, that to continue his participation
in such program, Xxxxxx shall be responsible throughout the Salary Continuation
Period for paying the same monthly premiums and costs as he would otherwise have
been responsible for had he remained in the Company's employ during such period.
6. Retiree Spouse Coverage. During the Salary Continuation Period,
Xxxxxx'x spouse will be permitted to participate in the health and dental
insurance programs under which she was covered immediately prior to Xxxxxx'x
Resignation Date if in effect and if not, in any such programs as may then be in
effect in accordance with the terms of any such plan. On the date Xxxxxx reaches
the age of 65 and is Medicare eligible, his spouse, if not yet 65, will be
entitled to participate in continued coverage of any such plan then in effect,
if any, until the earlier of (a) the expiration of a period of five (5) years or
(b) until she attains the age if 65. The Company will contribute its portion (as
provided in such program then in effect, if any) of the cost of the premium at
the rate in effect at the time coverage is elected. Xxxxxx will have the
election of adding his spouse to the Medicare supplement insurance, at his cost,
when his spouse attains the age of sixty-five (65) to the extent permitted by
such insurance, if any.
7. Executive Deferral Plan. During the Salary Continuation Period,
Xxxxxx may continue, at his election, to remain a participant in the Company's
Executive Salary Deferral Plan. If Xxxxxx elects not to continue as a plan
participant during the Salary Continuation Period, the distribution of benefits
will begin at the time of such election; otherwise, the distribution of benefits
will commence after August 1, 2002 in accordance the payment options permitted
by the Plan as they may exist at such time.
8. Profit Sharing. From and after August 1, 1999, Xxxxxx will not be
considered an active plan participant for any purpose and any amounts remaining
in his Profit Sharing Plan Account will be treated as provided in the Profit
Sharing Plan, as amended from time to time. Distributions of funds from Xxxxxx'x
Profit Sharing Plan Account shall be in conformance with IRS regulations and the
provisions of the Profit Sharing Plan, as amended from time to time.
9. Life Insurance. Subject to the last sentence of this paragraph,
during the Salary Continuation Period, Xxxxxx will be entitled to the Company
paid Life Insurance benefit of $50,000 and the Travel & Accident Insurance
benefit of $300,000 limited to the extent such benefits are offered by the
Company from time to time. Additionally and subject to the last sentence of this
paragraph, Xxxxxx may continue participation in the Supplemental Life Insurance
and Spouse Life Insurance benefit programs limited to the extent such benefits
are offered by the Company from time to time. Xxxxxx shall be responsible
throughout the Salary Continuation Period for paying the same monthly premiums
for himself and his wife as he would otherwise have been responsible for had he
remained in the Company's employ during such period.
10. Executive Physical. Until the expiration of the Salary Continuation
Period, Xxxxxx will be entitled to the Company paid Executive Physical, annually
until August 1, 2002.
11. This Agreement supersedes that certain Employment Agreement between
Xxxxxx and Xxxxxx Products, Inc. and is intended to survive any management
change or any sale or divestiture of the Company.
12. Any stock options Xxxxxx has through the Xxxxxx Products, Inc.,
Incentive Stock Option Plan shall be administered in accordance with the terms
of Stock Option Plan.
XXXXXX PRODUCTS, INC.
A Delaware corporation
By:
--------------------------------- ----------------------------------
Xxxxxxx Xxxxxx
Its:
--------------------------------
