CHEMFAB CORPORATION
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, dated as of the 29th day of May, 1992, by and between
Xxxxx X. Xxxxxxxxx, an individual residing at 000 Xxxxxxx Xxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000 (the "Employee"), and Chemfab Corporation, a Delaware
corporation with its principal place of business at 000 Xxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxx Xxxxxxxxx 00000 (the "Employer")
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Freedom to Contract. The Employee hereby represents that he is
free to enter into this Agreement and that he has not made and will not make any
agreement in conflict with this Agreement.
Section 2. Employment and Effective Date. This Agreement is effective as
of June 1, 1992 (the "Effective Date"). As of the Effective Date, the Employer
hereby continues to employ the Employee, and the Employee hereby accepts his
continued employment by the Employer, as President and Chief Executive Officer
of the Employer, upon the terms and conditions set forth herein.
Section 3. Duties and Authority. Subject to the general direction and
control of the board of directors of the Employer (the "Board of Directors"),
the Employee hereby agrees to use his best efforts, including the highest
standards of professional competence and integrity, and shall devote his full
business time and effort, in and to his employment and the duties of his office
hereunder and shall not engage in any other business activity except that
Employee may engage from time to time in such personal investment activities
as to not interfere with his day-to-day responsibilities to the Employer.
Employee's authority, including without limitation his authority to bind
Employer to contracts, instruments and expenditures of any kind and to dispose
of or encumber corporate assets, shall not be less than that specified in or
incidental to the terms of Section 3.7 of Employer's By-Laws as presently in
effect, and not less than that customary to the office of President and Chief
Executive Officer of an industrial corporation. At any time when any
class of securities of the Employer is registered under section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or when
the Employer is required to file reports under section 15 of the Exchange
Act: (i) the Employee shall report directly and exclusively to the Board of
Directors, and (ii) the Employer shall each year nominate, and make best
efforts to cause the election of, the Employee to a seat on the Board of
Directors.
Section 4. Term; Termination; Rights Upon Termination.
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(a) This Agreement shall take effect as of the Effective Date, and
shall remain in full force and effect until terminated in accordance with the
provisions hereof. Notwithstanding anything else herein contained, the
provisions of Sections 6 and 7, and any rights under other provisions hereof
which are vested at the time of termination of employment, shall
survive the termination of this Agreement and of Employee's employment
hereunder.
(b) The Employer may at any time immediately terminate the employment
of the Employee under this Agreement for Cause (as hereinafter defined),
upon written notice. For purposes of this Agreement, the term "Cause" shall
mean (i) a material breach by the Employee of any term of this
Agreement (other than by reason of or resulting from any disability or
illness on his part), (ii) gross and willful misconduct (including, without
limitation, fraud or theft) on the part of the Employee in the
performance of his duties, or his being convicted of a felony, or
(iii) the Employee becoming "permanently disabled," which shall mean that the
occurrence of a mental or physical condition has rendered the Employee incapable
of performing his duties for any period of six consecutive months and such
incapacity is confirmed as continuing at the end of such period by expert
medical opinion. "Cause" shall not include unsatisfactory performance of
duties except as provided above. The Employee may at any time
immediately terminate his employment under this Agreement for Reason (as
hereinafter defined), upon written notice. For purposes of this
Agreement, the term "Reason" shall mean (x) a material breach by the
Employer of any term of this Agreement, (y) any event of bankruptcy or
insolvency in respect of Employer, or (z) any reduction in the duties or
authority of Employee to a level less than customary to the office of
President and Chief Executive Officer of an industrial corporation (
subject to the terms of Employer's By-Laws as presently in effect).
Subject to the remainder of this Section 4, either party may at any
time terminate the employment of Employee under this Agreement upon thirty
(30) days' written notice to the other party, without Cause or Reason, as the
case may be.
(c) In the event that the Employer terminates the employment of
the Employee for Cause as described in Section 4(b) hereof, or Employee
terminates such employment without Reason, then the Employer shall pay and
provide to the Employee at the time otherwise due under Section 5 hereof:
all Salary due to the Employee under said Section 5 that had accrued through the
time of such termination (whether owed currently, or on a deferred basis (in
which case it shall be paid on a deferred basis), all in accordance with the
terms of Section 5); all benefits due to the Employee under said Section 5
that had accrued through the time of such termination; and all Bonus due
to the Employee under said Section 5 that had accrued through the fiscal yearend
of the Employer most recently preceding (or coinciding with) the date of
such termination (whether owed currently, or on a deferred basis (in which case
it shall be paid on a deferred basis), all in accordance with the terms of
Section 5). In addition to the foregoing, if the Employer terminates the
employment of the Employee for Cause as described in Section 4(b)(iii) above,
then the Employer shall pay and provide to the Employee, at the time
otherwise due under Section 5 hereof: (x) in respect of a period (the
"Waiting Period") commencing on the date of such termination and continuing
until such time as benefits under both any group long-term disability insurance
policy and any supplemental individual long-term disability insurance policy
maintained at such time by Employer and covering the permanent disability of
the Employee begin to be payable and the Employee begins to receive payments of
such benefits under both such policies: (A) all benefits that would have
accrued to the Employee under said Section 5 if the Employee had continued
to be employed by the Employer under the terms of this Agreement throughout the
Waiting Period; and (B) the excess of: (I) all Salary that would have
accrued to the Employee at the annual contractual rate under said Section 5
(whether owed currently, or on a deferred basis (in which case it shall be paid
on a deferred basis), all in accordance with the terms of Section 5) if the
Employee had continued to be employed by the Employer under the terms of this
Agreement throughout the Waiting Period, over (II) the amount of any
cash benefits actually received by Employee in respect of the Waiting
Period on account of any group short-term or group or supplemental long-term
disability insurance policy maintained by Employer; and (y) an amount (a
"Pro Rata Bonus Amount") computed by multiplying (A) the fraction computed by
dividing (I) the number of days elapsed in the fiscal year in which the
termination occurred up to and through the effective date of the termination, by
(II) 365, by (B) the amount of Bonus that would have been due to the Employee
under Section 5 hereof if Employee had remained employed under the terms
of this Agreement through the end of the fiscal year in which the
termination occurs (whether owed currently, or on a deferred basis (in which
case it shall be paid on a deferred basis), all in accordance with the terms of
Section 5).
(d) In the event that the employment of the Employee is terminated as a
result of the death of the Employee, then the Employer shall: (i) pay and
provide to the estate, heirs or devisees of the Employee, at the time otherwise
due under Section 5 hereof, (A) all Salary due to the Employee under said
Section 5 that had accrued to the time of his death and all Salary that would
have accrued to the Employee at the annual contractual rate under said Section 5
if the Employee had continued to be employed by the Employer under the terms of
this Agreement for a period of nine (9) months commencing on the date of the
Employee's death (in each case whether owed currently, or on a deferred basis
(in which case it shall be paid on a deferred basis), all in
accordance with the terms of Section 5), (B) all Bonus due to the Employee
under said Section 5 that had accrued through the fiscal yearend of
the Employer most recently preceding (or coinciding with) the date of
Employee's death (whether owed currently, or on a deferred basis (in which
case it shall be paid on a deferred basis), all in accordance with the
terms of Section 5), and (C) a Pro Pata Bonus Amount; and (ii) maintain during
the period of nine (9) months commencing on the date of Employee's death, for
the benefit of the Employee's family, such of the benefits that would have
been provided under Section 5 hereof as apply to Employee's family,
including without limitation, group health insurance coverage of
substantially the same kind and in no lesser amounts than in effect for the
benefit of the members of the Employee's family on the date of the Employee's
death.
(e) In the event that: (A) the Employer shall at any time terminate the
employment of the Employee without Cause, or (B) the Employee shall
terminate his employment for Reason, then, and in each such case, the Employer
shall pay and provide to the Employee at the time otherwise due under Section 5
hereof: (i) all Salary due to the Employee under said Section 5 that had
accrued through the time of such termination and all Salary that would have
accrued to the Employee at the annual contractual rate under said
Section 5 if the Employee had continued to be employed by the Employer under the
terms of this Agreement through the day nine (9) months after the date of such
termination of employment (the "Severance Termination Date") (in each case
whether owed currently, or on a deferred basis (in which case it shall
be paid on a deferred basis), all in accordance with the terms of Section
5); (ii) all Bonus due to the Employee under said Section 5 that had
accrued through the fiscal yearend of the Employer most recently
preceding (or coinciding with) the date of such termination (whether owed
currently, or on a deferred basis (in which case it shall be paid on a
deferred basis), all in accordance with the terms of Section 5); (iii) all
benefits due to the Employee under said Section 5 that had accrued through the
time of such termination and all benefits that would have accrued to the
Employee under said Section 5 if he had continued to be employed by the Employer
under the terms of this Agreement through the Severance Termination Date;
and (iv) a Pro Rata Bonus Amount.
(f) All rights of Employee to compensation and benefits under
the terms of this Section 4 are absolute with no requirement to mitigate
damages. Notwithstanding the foregoing, if the Employee is in fact
gainfully employed during any period (a "Severance Period") in respect of which
compensation and/or benefits is/are due him under the terms of this Agreement
after the termination of his employment under the terms of this Agreement,
then any cash amounts actually received by Employee as salary or bonus on
account of such subsequent employment in respect of the Severance Period
shall operate dollar for dollar as a credit against the amounts due from
Employer to Employee in respect of the Severance Period; provided, that the
provisions of this sentence shall not apply, and no such offset or credit
shall operate (whether dollar-for-dollar or otherwise), if the termination
of employment occurs after the completion of a transaction in which
substantially all the outstanding voting stock or substantially all the
assets of the Employer is or are acquired by any person or group of persons
or Employer is party to a merger or consolidation of which Employer is
not in economic substance the predominant surviving entity.
Section 5. Compensation and Benefits.
--------------------------
(a) The Employee shall be paid salary at an annual rate of $205,000
(the "Salary"), such payments to be made (subject to the provisions of
Section 5(c) of this Agreement) as customarily disbursed by the Employer.
Such Salary shall be reviewed by the Board of Directors, for possible
increase (and in no event for decrease during the term of this Agreement),
annually as of September 1 of each year during the term of this Agreement
commencing with September 1, 1992, but Employer shall have no obligation to
increase the Salary. If any such review results in an increase in
the Salary, then the Salary as so increased shall then be the Salary
for purposes of this Agreement. The Employer shall promptly reimburse the
Employee for all ordinary and necessary expenses incurred by the Employee on
behalf of the Employer, upon the presentation of customary vouchers and
reimbursement slips. The Employee shall be entitled to participatein
all fringe benefits made available under Employer's "exempt" benefits
package from time to time to senior executive personnel of the Employer;
provided, that the fringe benefits available to the Employee under this
Agreement shall in any event include the following: (i) Employer shall
maintain at the expense of the Employer, and for the benefit of
beneficiaries named by Employee, in addition to any group life insurance
policy on the life of Employee provided under such exempt benefits
package, a term life insurance policy throughout the term of this Agreement in
the amount of $750,000; (ii) Employer shall maintain at the expense of the
Employer, in addition to any group disability policy provided under such
exempt benefits package, a long-term disability policy, for the benefit
of Employee throughout the term of this Agreement, with benefits (without
offset) equal to 75% of the Salary (without cap) from time to time;
(iii) Employer shall provide to Employee the use of an automobile of
Employee's choice, to be (or to have been) new when first provided to Employee
and to be at any time not more than four years or 75,000 miles old, to be
acquired by purchase or lease at Employer's option, and to have a purchase
price at the time of such acquisition not greater than $45,000 (such dollar
amount to be adjusted for any percentage change in the Consumer Price
Index -- All Urban Consumers (U.S.) (or other equivalent index of the Bureau of
Labor Statistics (or other federal government agency serving similar
function) then available) between the Effective Date and the date of such
acquisition of such automobile by the Employer); and (iv) Employee shall be
entitled to paid vacation accrued at a rate of 15 business days' vacation
per twelve-month period that he is employed under the terms of this Agreement.
(b) In addition to the Salary, Employee shall be paid, in respect of each
fiscal year of the Employer at the end of which Employee is employed under the
terms of this Agreement (and not otherwise, except that in respect of the
fiscal year in which his employment terminates, Employee shall be paid a Pro
Rata Bonus Amount if Section 4 hereof provides in such case for such payment),
as a bonus (the "Bonus"), an amount not less than the sum of (A) the amount of
the "Sales Bonus" in respect of such fiscal year calculated as provided in part
A of the table set forth immediately below, plus (B) the amount of the "Earnings
Bonus" in respect of such fiscal year calculated as provided in part B of
said table; provided, that for purposes of the calculation of the Sales Bonus,
"Sales" shall be defined as net sales of the Employer and its consolidated
subsidiaries on a consolidated basis, calculated in accordance with generally
accepted accounting principles; provided, further, that for purposes of
the calculation of the Earnings Bonus, "EPS" shall be determined by dividing
Consolidated Net Income (as below defined) by the number of shares that
would be used in a primary earnings per share calculation determined in
accordance with generally accepted accounting principles consistently
applied; and provided, further, that any performance bonus to be paid to
Employee at any time in excess of the sum of the amounts of the Sales Bonus and
the Earnings Bonus shall be in the sole and unfettered discretion of the Board
of Directors and shall in no event be required by this Agreement.
A B
Sales Bonus Earnings Bonus
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Sales Growth Bonus As "EPS" Growth Bonus As
Over Pre- % of Year's Over Pre- % of Year's
ceding Year Base Pay ceding Year Base Pay
----------- -------- ----------- --------
50% + 45% 100% + 55%
48% 43% 95% 53%
46% 41% 90% 51%
44% 39% 85% 49%
42% 37% 80% 47%
40% 35% 75% 45%
38% 33% 70% 42%
36% 31% 65% 39%
34% 29% 60% 36%
32% 27% 55% 33%
30% 25% 50% 30%
27% 21% 47% 26%
24% 18% 44% 22%
21% 15% 41% 19%
18% 13% 38% 16%
15% 11% 35% 14%
12% 9% 32% 12%
9% 7.5% 29% 10.5%
6% 6% 26% 9%
Less than 6% -0- 23% 7.5%
20% 6%
Less than 20% -0-
Examples: (I) If Salary for FY 1994 =
$220,000, net sales for FY 1994 =
$61 million, net sales for FY 1993
= $57 million, EPS for FY 1994 =
$1.80, and EPS for FY 1993 = $1.20,
then total Bonus in respect of FY
1994 = $79,200 ($220,000 x [6% +
30%]).
(II) If same facts as Example I
except net sales for FY 1994 = $95
million and EPS for FY 1994 =
$4.00, then total Bonus in respect
of FY 1994 = $220,000 ($220,000 x
[45% + 55%]).
Subject to the provisions of Section 5(c) of this Agreement, the Bonus in
respect of each fiscal year shall be paid to Employee not later than the day 75
days after the last day of such fiscal year. Notwithstanding anything
else contained in this Section 5(b) with respect to the calculation of
the Sales Bonus: (i) payment of the Sales Bonus shall be in the sole and
unfettered discretion of the Board of Directors and shall not be required by the
terms of this Agreement in respect of any fiscal year in respect of which
income before income tax of the Employer and its consolidated
subsidiaries on a consolidated basis, calculated in accordance with
generally accepted accounting principles consistently applied but without
regard to any and all senior management bonuses (including without
limitation the Bonus), ("Consolidated Net Income") is less than one-half
(1/2) the sum of the Consolidated Net Income in respect of the two-year
period ended on the last day before the commencement of such fiscal year; and
(ii) if any consolidated subsidiary, division or portion of the business of
Employer or any consolidated subsidiary was acquired as a going business by
Employer or any consolidated subsidiary during the fiscal year in respect of
which the Sales Bonus is being calculated or at any time during the
one-year period ended on the last day before the commencement of such fiscal
year, then all net sales calculations for purposes of computing the Sales Bonus
(but no Consolidated Net Income calculation for purposes of clause (i) of this
paragraph) in respect of any period before the consummation of such
acquisition shall be made on a pro forma basis as if the acquisition had been
consummated before any period relevant to the calculation of net sales for
purposes of the Sales Bonus.
(c) Notwithstanding anything else contained in this Section 5,
Employee may, before the first day of any fiscal year of the Employer, by
written notice to the Employer irrevocably cause all, or any such portion(s)
as such notice may designate, of the Salary and/or Bonus in respect of such
ensuing fiscal year to be due and payable at any such date or dates (subsequent
to the date or dates when such Salary or Bonus would otherwise, be payable
hereunder (each a 'Normal Due Date")) as such notice may designate (each a
"Deferred Due Date"). From and after each Normal Due Date and until the
corresponding Deferred Due Date, the relevant deferred amount of Salary and/or
Bonus shall accrue interest at an annual rate two and one-half percentage points
(2.5%) less than the rate publicly announced from time to time by Manufacturers
and Traders Trust Company as its prime rate (compounded quarterly). The
relevant deferred amount and all interest so accrued thereon shall be
an unsecured general obligation of Employer, due and payable on the
Deferred Due Date.
Section 6. Level A Agreement. The Level A Employee Agreement dated as of
January 12, 1988 between Employer and Employee (the "Level A Agreement")
shall survive the execution of this Agreement and shall remain in full force
and effect in accordance with its terms.
Section 7. Miscellaneous.
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(a) All notices given under any provisions of this Agreement shall
be in writing and mailed by registered or certified mail, return receipt
requested, or delivered by hand, to the Employer to its Secretary at
its principal place of business, and to the Employee at the address set forth
in the first page of this Agreement, or such other address, in each case,
as the addressee shall have last furnished to the communicating party, and
shall be effective when received or, if sooner, five days after such mailing.
(b) Except as otherwise expressly provided herein, this Agreement
shall be binding upon, and inure to the benefit of, the parties
hereto, their heirs, legal representatives, successors and assigns
(whether by purchase, merger or otherwise) . Neither party may assign any
of its rights or obligations hereunder without the prior written consent of
the other party hereto, except that Employer may assign its rights
hereunder to a successor corporation to Employer.
(c) This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, taken together, shall constitute
but one and the same instrument, and in making proof of this Agreement it shall
be necessary to produce only one such counterpart without the necessity of
accounting for any other counterparts.
(d) That certain Employment Agreement between the parties hereto
dated as of June 30, 1989 (the "Prior Employment Agreement") is hereby
rescinded, superseded and rendered void and without effect, as of the
Effective Date and thereafter, other than as to rights already vested, and in no
event shall any compensation or benefit provisions hereof and thereof of
essentially similar import confer a double benefit as to any period of
employment, but rather the provisions of this Agreement shall
control as applicable. As of the Effective Date and thereafter, in case
of any conflict between, on the one hand, this Agreement, the Level
A Agreement, any stock option agreements executed between the Employer
and the Employee and held by the Employee, and/or any other agreement
specifically referenced herein (other than the Prior Employment
Agreement) (all (except this Agreement) collectively the "Referenced
Agreements"), and, on the other hand, any instrument, agreement or understanding
(written or oral) not specifically referenced herein, the terms and
conditions of this Agreement and the Referenced Agreements shall control.
(e) No consent to or waiver of any breach or default in the performance
of any obligation hereunder shall be deemed or construed to be a consent
to or waiver of any other breach or default in performance of any of the same
or any other obligations hereunder. Failure on the part of any party to
complain of any act or failure to act of any other party or to declare any party
in default, irrespective of how long such failure continues, shall not
constitute a waiver of rights hereunder, and no waiver hereunder shall be
effective unless it is in writing, executed by the party waiving a breach
or default hereunder.
(f) This Agreement may not be amended or modified except by an
instrument in writing executed by each of the parties hereto.
(g) If any provision of this Agreement or the Level A Agreement shall, in
whole or in part, prove to be invalid for any reason in any circumstances,
such invalidity shall affect only the portion of such provision which shall
be invalid and only in such circumstances, and no other portion or provision
of this Agreement or the Level A Agreement shall be invalidated,
impaired or affected thereby, nor shall be such provision or
portion in any other circumstances.
(h) The headings of sections of this Agreement are for convenience of
reference only and are not intended to affect its meaning or construction.
(i) The validity, enforceability and interpretation of any and all of the
provisions of this Agreement shall be determined in accordance with and
governed by the laws of the State of New Hampshire.
(j) Each of the parties represents that he or it has not used any
employment counsellor or other person who would be entitled to any compensation
which has not been paid for arranging or obtaining the employment hereby
governed.
(k) Any dispute under or relating to this Agreement shall be resolved
promptly by arbitration in New Hampshire by an arbitrator selected by, and
under the rules of, the American Arbitration Association; such arbitrator shall
have the power to award monetary damages, punitive damages, injunctive
relief, costs and attorneys fees, and other appropriate relief; and
judgment upon the award of such arbitrator may be entered in any court
having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
an instrument under seal as of the date first written above.
CHEMFAB CORPORATION
By /s/ Xxxxx Xxxxxxxxx
------------------------
Title: President & CEO
---------------------
/s/ Xxxxx X. Xxxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxxx
CHEMFAB CORPORATION
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This AMENDMENT (this "Amendment") to Employment Agreement is made as of
July 1, 1994 by and between Xxxxx X. Xxxxxxxxx, an individual residing at 000
Xxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Employee"), and Chemfab
Corporation, a Delaware corporation with its principal place of business at
000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxxxxxxx 00000 (the "Employer").
W I T N E S S E T H:
WHEREAS, the Employee and the Employer are parties to that certain
Employment Agreement dated as of May 29, 1992 (the "Employment Agreement"); and
WHEREAS, the Employee and the Employer desire to amend the Employment
Agreement in the manner provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the
Employee's continued employment with the Employer, the parties hereto hereby
agree as follows:
SECTION 1. Definitions. Capitalized terms used herein without definition
shall have the respective meaning provided for such terms in the Employment
Agreement.
SECTION 2. Modification of the Employment Agreement.
---------------------------------------
2.1 Section 5(b). Section 5(b) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
"(b) In addition to receiving the Salary, during the term
of this Agreement, Employee shall be entitled to participate
in any and all cash bonus plans, and other variable compensation
arrangements, established for the corporate officers of Employer
and approved by the Board of Directors from time to time (any and
all such plans and arrangements being hereinafter referred to as
"Bonus Plans"). The amount of any bonus earned by the Employee
pursuant to any and all Bonus Plans in respect of any fiscal year
of the Employer shall hereinafter be referred to as a "Bonus"."
2.2 Section 4. Sections 4(c), 4(d) and 4(e) of the Employment Agreement
are hereby modified and amended to eliminate therefrom any specific right of
the Employee to receive from the Employer, and any specific obligation of the
Employer to pay to the Employee, any Bonus or any Pro Rata Bonus Amount pursuant
to the Employment Agreement upon any termination of the Employee's employment
with the Employer or with respect to the year in which such termination occurs
or any portion thereof (regardless of the circumstances of such termination and
of whether such termination is effected by the Employer or Employee), since,
from and after the date of this Amendment, any right of the Employee to receive
from the Employer and any obligation of the Employer to pay to the Employee, any
amount in respect of any Bonus upon or after the termination of Employee's
employment with the Employer or with respect to the year in which such
termination occurs or any portion thereof shall be as provided pursuant to the
terms of any and all Bonus Plans then in effect and the Company's practices
thereunder.
SECTION 3. Ratification. Except to the extent amended hereby, all of the
terms, provisions and conditions of the Employment Agreement are hereby ratified
and confirmed and shall remain in full force and effect. The term "Agreement'.
as used in the Employment Agreement, shall be deemed a reference to the
Employment Agreement as amended by this Amendment.
SECTION 4. Entire Agreement. The Employment Agreement and this Amendment,
together with the other writings referred to therein and herein, contain the
entire agreement among the parties with respect to the subject matter thereof
and hereof and shall be read and construed together as a single agreement.
SECTION 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New Hampshire, excluding the choice
of law rules thereof.
SECTION 6. Headings. The headings of the various sections of this Amendment
have been inserted for convenience of reference only and shall not be deemed a
part of this Amendment.
SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, any such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
CHEMFAB CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President & CEO
/s/ Xxxxx X. Xxxxxxxxx
------------------------
Xxxxx X. Xxxxxxxxx
