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Exhibit 10(a)
EMPLOYMENT AGREEMENT
This Employment Agreement, entered into as of the 1st day of May, 1988
between Xxxxxxx Corporation, an Alabama corporation (hereinafter called
"Employer") and Xxxxxx X. Xxxxxxxx hereinafter called "Employee");
RECITALS:
Employee is presently serving as the President and Chief Executive
Officer of Employer, and Employer and Employee desire to enter into this
Agreement setting out certain terms and conditions concerning the employment of
Employee.
Now, Therefore, in consideration to the premises and mutual covenants
hereinafter set forth and other good and valuable consideration, it is agreed
as follows:
1. Employer will employ Employee and Employee agrees to remain
in the fulltime employment of Employer for a period of three years beginning
May 1, 1988 and ending April 30, 1991, unless this Agreement is terminated as
otherwise herein provided.
2. During the period of this Agreement, Employee shall devote the
whole of his time during business hours, and other times, when called upon by
Employer, for the benefit of the Employer. Employee should do his best to
promote the interests and welfare of Employer in every way determined by the
board of directors of Employer. Employee shall exercise and carry out all such
duties and powers and shall observe all restrictions as the bylaws and the board
of directors of Employer may, from time to time, confer or impose upon him.
3. As compensation for his services, Employee shall be paid an
annual salary of $250,000, payable in equal monthly installments or as normally
provided by Employer for its employees. In addition, Employee will be entitled
to participate with other management employees under the Employer's incentive
compensation plan. Employer will also provide Employee with such pension,
retirement, insurance, vacation and other fringe benefits as normally provided
management employees of Employer.
4. If Employee were to die or become totally disabled during the
above three-year period, all obligations of Employer under this Agreement
shall cease, with the only obligation of the Company being to pay Employee
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any accrued but unpaid salary during his last month of employment. If Employee
voluntarily terminates his employment with Employer during the above
three-year period, then all obligations of the Company to make payments under
this Agreement shall cease in the month of his voluntary resignation from
employment. If the employment of Employee is terminated by the Company during
the three-year period without cause, then Employer shall be obligated to
continue to pay Employee his salary for the three-year period. For purposes of
this agreement, the term "cause" means conviction of a crime of moral terpitude.
5. During the period of this Agreement, Employee, without the
written consent of Employer, shall not be associated with any business or have
any job which will in any way conflict or interfere or be competitive with
Employer's business or Employee's performance of his duties hereunder.
6. This Agreement shall be binding upon and inure to the benefit
of any successor or assigns of the Employer. This Agreement is concerned with
personal services of Employee and, accordingly, may not be assigned by
Employee.
7. This agreement shall be governed by the laws of the State of
Alabama.
IN WITNESS WHEREOF Employer and Employee have executed this
Agreement as of the 8th day of August, 1988 but effective as of May 1, 1988.
XXXXXXX CORPORATION
[SEAL] By X.X. Xxxxxxxx
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Its Chairman of the Board
Attest:
Xxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Witness:
Xxxxx X. Xxxxxxxx
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AGREEMENT
This Agreement, dated this 10th day of March, 1993, among Xxxxxxx
Corporation, an Alabama corporation ("Employer") and X. X. Xxxxxxxx, an
individual residing in Alexander City, Alabama ("Employee"), and Xxxxx X.
Xxxxxxxx, an individual residing in Alexander City, Alabama.
RECITALS:
Employee has served Employer in a number of officer capacities for
many years and is currently serving in the capacity of Chairman of the Board.
Xxxxx X. Xxxxxxxx is the wife of Employee. Employee is a party to an Agreement
with Employer dated May 1, 1988 (the "May 1, 1988 Agreement"), which provides,
among other things, for certain compensation and benefits to be paid to Employee
while he is an employee of Employer and while he is a consultant to the Company
after his retirement. Employee will retire from the employment of Employer
effective April 28, 1993, and Employer and Employee desire to amend the May 1,
1988 Agreement to set forth a new agreement between Employer and Employee
concerning his services as an employee and the compensation and benefits to be
paid to or for the benefit of Employee in the future following his retirement
and upon his death. The parties intend by this agreement to rescind and replace
the May 1, 1988 Agreement.
Now, Therefore, in consideration of the premises and the mutual
covenants of the parties and the cancellation of the May 1, 1988 Agreement, the
parties agree as follows:
1. This Agreement supersedes and cancels the May 1, 1988
Agreement and any and all previous contracts, arrangements or understandings
between Employer and Employee with respect to all employment relationships
between them and services to be rendered by, and compensation to be paid to,
Employee following his retirement from Employer and compensation to be paid with
respect to Employee upon his death. This Agreement also sets forth all
understandings and agreements by the parties concerning amounts to be paid in
the future to Xxxxx X. Xxxxxxxx upon the death of Employee or otherwise.
2. (a) While Employee is in the employment of Employer
until his retirement, he shall continue to receive his salary at the annual
rate of $350,000, payable in the manner normally paid to employees of Employer.
All obligations of Employer under
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this Paragraph 2 (a) shall cease upon the death of Employee while an employee
of Employer, with the limitation that Employer shall pay to the estate of
Employee any accrued but unpaid salary due at the time of Employee's death.
Employee shall faithfully perform all duties and obligations as Chairman of the
Board of Employer as determined by the bylaws of Employer and by the board of
directors of Employer. Employee agrees that he will exert his best efforts and
work to the best of his ability to promote the interest and welfare of Employer
in every proper way.
(b) If Employee should die while an employee of
Employer and prior to his retirement, Employer shall pay to Xxxxx X. Xxxxxxxx
an amount at the annual rate of $300,000 for a period of ten years or until her
earlier death. If Xxxxx X. Xxxxxxxx shall be living upon the expiration of such
ten-year period, Employer shall pay Xxxxx X. Xxxxxxxx an amount at the annual
rate of $100,000 for the remainder of her lifetime until her death. Upon the
death of Xxxxx X. Xxxxxxxx, all obligations to make payments under this
Paragraph 2(b) shall cease. The amounts to be paid under this Paragraph 2(b)
shall be paid on a monthly basis.
3. (a) In addition to Employee's normal retirement
benefits, for his services while an Employee, Employer shall pay to Employee
after his retirement and during his lifetime until his death an amount at the
annual rate of $300,000. Upon the death of Employee, all obligations of
Employer to make payments under this Paragraph 3(a) shall cease, subject to the
provisions of Paragraph 3(b) below in the event Xxxxx X. Xxxxxxxx survives
Employee. The amounts to be paid under this Paragraph 3(a) shall be paid on a
monthly basis.
(b) If Employee should die after his retirement
survived by Xxxxx X. Xxxxxxxx, but before receiving payments of $300,000 under
Paragraph 3(a) for a period of ten years, Employer will pay to Xxxxx X. Xxxxxxxx
an amount at the annual rate of $300,000 per year until the expiration of
such ten-year period or until her earlier death; and, upon the expiration of
such ten-year period, if Xxxxx X. Xxxxxxxx is then living, Employer will pay
Xxxxx X. Xxxxxxxx an amount at the annual rate of $100,000 for the remainder of
her life until her death. If Employee should die more than ten years after the
date of his retirement survived by Xxxxx X. Xxxxxxxx, then, upon the death of
Employee, Employer will pay Xxxxx X. Xxxxxxxx an amount at the annual rate of
$100,000 during her lifetime until her death. Upon the death of Xxxxx X.
Xxxxxxxx, all obligations to make payments under this Paragraph 3(b) shall
cease. The amounts to be paid under this Paragraph 3(b) shall be paid on a
monthly basis.
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4. Upon the retirement of Employee,
(a) Employee may have the use during his lifetime,
subject to availability, of Employer's aircraft for his personal use (as
opposed to business use) for a total of 50 hours annually, with the
understanding that Employee will be personally present on such aircraft during
such use.
(b) Employer will provide, during the lifetimes of
Employe and Xxxxx X. Xxxxxxxx, at Employer's vehicle maintenance garage in
Alexander City, Alabama, routine maintenance service up to $1,000 annually on
two automobiles owned and used by Employee and/or Xxxxx X. Xxxxxxxx.
(c) Employer will provide secretarial services to
Employee for one half day a week upon request of Employee.
(d) Employee shall receive the desk in his office
which he is currently using, along with any personal items or other personal
effects of Employee.
5. Following the retirement of Employee, without the
written consent of Employer, Employee shall not, directly or indirectly, as
a principal, employee, partner, shareholder, officer, director, agent or in any
other capacity, engage in any business competitive in any manner with that of
Employer or any subsidiary of Employer (collectively "Employer" for purposes of
this Paragraph 5) while he is receiving payments under this Agreement, and he
shall further preserve in due secrecy and hold confidential all of the special
knowledge, customer lists, and trade secrets heretofore and hereafter gained by
him during the course of his relationship with Employer. Following the
retirement of Employee, without the prior written consent of Employer, Employee
shall not, directly or indirectly, on his own behalf or on behalf of others,
solicit, induce or attempt to solicit or induce, any employee of Employer to
leave the employment of Employer to enter into a business competitive with
Employer. Upon a unanimous determination by all of the members of the board of
directors of Employer that Employee has breached his obligations under this
Paragraph 5, Employer may suspend the payments under Paragraph 3(a) and 3(b), in
which event the parties shall, within 30 days of the suspension of such
payments, move for a judicial determination of the matter if a resolution of the
matter cannot otherwise be reached by the parties.
6. This Agreement shall be binding upon and inure to the
benefit of Employer, its respective successors and assigns. Since this
Agreement relates to personal services of Employee, Employee may not assign his
interest, or any part thereof, under this Agreement.
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7. This Agreement shall be governed by the laws of the
State of Alabama.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first set forth above.
XXXXXXX CORPORATION
By
Xxxx X. Xxxxx
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Its President
Attest:
Xxxxxx X. Xxxxxxxx
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Its Secretary
Witness:
Xxxxxx X. Xxxxxxxx X. X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx X.X. Xxxxxxxx
Witness:
Xxxxxx X. Xxxx Xxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxx Xxxxx X. Xxxxxxxx
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