EMPLOYMENT AGREEMENT EXHIBIT 10.62
THIS EMPLOYMENT AGREEMENT is entered into as of July
20, 1999, between THE ▇. ▇. ▇▇▇▇▇▇▇ COMPANY, an Ohio corporation
(the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and Executive desire to enter into
this Employment Agreement to insure the Company of the services
of Executive, to provide for compensation and other benefits to
be paid and provided by the Company and Home & Garden Television,
Television Food Network, and Scripps ▇▇▇▇▇▇ Productions (Cable
Network Companies) to Executive in connection therewith, and to
set forth the rights and duties of the parties in connection
therewith;
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the parties hereby agree as follows:
1. Employment.
(a) The Company hereby employs Executive as
Chairman, President and Chief Executive Officer of each of the
Cable Network Companies and Executive hereby accepts such
employment, on the terms and conditions set forth herein.
(b) During the term of this Agreement and any
renewal hereof (all references herein to the term of this
Agreement shall include references to the period of renewal
hereof, if any), Executive shall be and have the titles, duties
and authority of Chairman, President and Chief Executive Officer
of each of the Cable Network Companies and shall devote his
entire business time and all reasonable efforts to his employment
and perform diligently such duties as are customarily performed
by the chairman, president and chief executive officer of
companies the size and structure of the Cable Network Companies,
together with such other duties as may be reasonably required
from time to time by the Board of any of the Cable Network
Companies or the Chief Executive Officer or Senior Vice
President/Broadcast Division of the Company, which duties may
include overseeing any new cable networks or related businesses
created or acquired by the Company or the Cable Network Companies
and shall be consistent with his position as set forth above and
as provided in Paragraph 2(b).
(c) Executive shall not, without the prior
written consent of the Company, directly or indirectly, during
the term of this Agreement, other than in the performance of
duties naturally inherent to the businesses of the Company and in
furtherance thereof, render services of a business, professional
or commercial nature to any other person or firm, whether for
compensation or otherwise; provided, however, that so long as it
does not materially interfere with his full-time employment
hereunder, Executive may attend to outside investments, and serve
as a director, trustee or officer of, or otherwise participate
in, educational, welfare, social, religious and civic
organizations.
2. Term and Positions.
(a) Subject to the provisions for renewal and
termination hereinafter provided, the term of this Agreement
shall begin on the date hereof and shall continue for the current
Calendar Year and for the succeeding four Calendar Years. As of
January 1, 2004, and as of January 1 of each succeeding even
number calendar year thereafter (e.g. 2006, 2008, etc.), such
term automatically shall be extended for two (2) additional
years, unless: (i) this Employment Agreement is terminated as
provided in Paragraph 5 hereof, or (ii) either the Company or
Executive shall have given notice of non-renewal of this
Employment Agreement to the other at least six (6) months before
January 1, 2004, or six (6) months before the beginning of any
such succeeding two (2) year period, as the case may be (for
example, unless such written notice of non-renewal is given on or
prior to July 1, 2003, the term of this Employment Agreement
automatically will be extended, effective January 1, 2004, until
December 31, 2006) (a "Non-renewal Notice").
(b) Executive shall serve, and shall be entitled
and have the right to serve, as a member of the Board of each of
the Cable Network Companies and for service on each such Board
Executive will receive only such compensation, if any, that is
paid to officers of the Company for service on each such Board on
which Executive shall serve. Without limiting the generality of
any of the foregoing, except as hereafter expressly agreed in
writing by Executive, Executive shall not be required to report
to any single individual except the Chief Executive Officer or
the Senior VP/Broadcast Division of the Company and shall report
also to the Boards of the Cable Network Companies.
3. Compensation.
(a) For all services he may render to the Company
and the Cable Network Companies during the term of this
Agreement, the Company shall pay to Executive the following:
(i) For the period beginning on the date
hereof and ending December 31, 1999, salary equal to an
annual salary of five-hundred thousand dollars
($500,000), multiplied by the ratio of the number of
days in the period beginning on the date hereof and
ending on the last day of the 1999 year to 365; and
(ii) for the Calendar Year beginning on
January 1, 2000, and for each Calendar Year thereafter
during the term of this Agreement, salary as determined
by the Compensation Committee, which in no event shall
be less than the annual salary that was payable by the
Company to Executive under this Paragraph 3(a) for the
immediately preceding Calendar Year.
Salary payable by the Company to Executive under this Paragraph
3(a) shall be payable in those installments customarily used in
payment of salaries to the Company's executives (but in no event
less frequently than monthly).
(b) In recognition of the value Executive has
created in the Cable Network Companies and in order to encourage
Executive to use his talents to enhance the operations and
profitability of the Cable Network Companies in the future, the
Company hereby grants to Executive 96,038 Deferred Stock Units.
Each Deferred Stock Unit entitles Executive to receive from the
Company on its Maturity Date (as defined herein) one Class A
Common Share. On January 15 of each of Calendar Years 2000
through 2004 (each such date, a "Maturity Date"), 20% of the
Deferred Stock Units shall mature and be exchanged for an equal
number of Class A Common Shares. If Executive's employment
hereunder is terminated for any reason (including for "Cause" as
defined herein) before any Maturity Date, Executive (or his
designated beneficiary or legal representative in case of his
death) shall receive Class A Common Shares for the Deferred Stock
Units on each remaining Maturity Date as if Executive were still
employed at such time. No cash dividends or equivalent amounts
shall be paid on outstanding Deferred Stock Units. On each
Maturity Date, the Company shall pay to Executive an amount in
cash which shall be equal to the cash dividends, if any, which
would have been paid between the date hereof and the particular
Maturity Date with respect to issued and outstanding Class A
Common Shares equal in number to the number of Deferred Stock
Units maturing on such Maturity Date. No interest shall be paid
on any dividend equivalent or any part thereof. All Class A
Common Shares issued in exchange for Deferred Stock Units shall
be treasury shares of the Company.
(c) The Company hereby agrees to grant to
Executive under the Company's 1997 Long-Term Incentive Plan (the
"Incentive Plan") for each of Calendar Years 1999 through 2003
during all or part of which Executive is employed hereunder a
number of Class A Common Shares of the Company to be determined
as follows:
For each such Calendar Year (commencing with 1999) in
which the Cable Network Companies earn at least a 15% Total
Business Return (as defined herein), Executive will receive
a grant of Class A Common Shares equal in value to 1% of the
Total Business Return for that Calendar Year. If the Total
Business Return for the applicable Calendar Year is less
than 15%, Executive will not be entitled to a grant of Class
A Common Shares for that Calendar Year. "Total Business
Return" will equal the percentage obtained by dividing (A)
the excess, if any, of (i) the value of the Cable Network
Companies for such Calendar Year plus the net dividends (as
defined herein) paid by the Cable Network Companies to the
Company in such Calendar Year over (ii) the value of the
Cable Network Companies for the immediately preceding
Calendar Year (the "Prior Year Base") by (B) the Prior Year
Base. Notwithstanding anything to the contrary in the
foregoing, if in any Calendar Year the value of the Cable
Network Companies for such year is less than the value of
the Cable Network Companies for the immediately preceding
Calendar Year, the Total Business Return for each ensuing
Calendar Year shall be calculated using the value of the
Cable Network Companies for such immediately preceding
Calendar Year as the Prior Year Base until such Prior Year
Base is exceeded in one of such ensuing years. "Net
dividends" means cash flows from operation of the Cable
Network Companies on an after-tax basis net of all
additional investment in the operating assets of the Cable
Network Companies. The two charts attached to this
Employment Agreement as Exhibit A will serve as hypothetical
illustrations of the foregoing.
The number of Class A Common Shares subject to each
grant will be determined by dividing one percent (1%) of the
applicable Total Business Return by the Fair Market Value (as
defined in the Incentive Plan) of a Class A Common Share on
December 31 of the Calendar Year with respect to which such Total
Business Return is calculated. Each grant will be made on or
before April 15 (the "grant date") of the Calendar Year following
the Calendar Year with respect to which such grant is to be made.
The shares subject to each grant made to Executive hereunder will
vest at the rate of 20% per year on each anniversary (a "vesting
date") of the applicable grant date over the five years first
following such grant. Unvested shares will remain on deposit
with the Company and Executive will execute a blank stock power
therefor in accordance with the Incentive Plan.
For purposes hereof, the increase in value of the Cable
Network Companies will be determined by no later than March 31 of
each of Calendar Years 2000 through 2004 by Duff & ▇▇▇▇▇▇.
Executive and the Company agree that such firm will take into
consideration in valuing the Cable Network Companies the
following criteria in addition to such other criteria as such
firm determines to be pertinent: (i) revenues and expenses of the
Cable Network Companies stated at levels generally consistent
with those of a stand-alone company; (ii) future earnings and
cash flow stated at levels generally consistent with those of a
stand-alone company; (iii) historical financial performance to
the extent it provides evidence of prospective results; (iv)
current valuation criteria in equity markets; (v) the
contribution of the Cable Network Companies as a whole to the
market value of the Company; and (vi) the impact of any major new
cable network or related business created or acquired by the
Company or the Cable Network Companies during the term of this
Agreement that Executive is required to oversee. Notwithstanding
the foregoing, Executive and the Company agree as follows: (i) in
valuing the Cable Network Companies Duff & ▇▇▇▇▇▇ will not take
into consideration the "break-up" value that could be obtained if
the separate companies or businesses then comprised by the Cable
Network Companies were to be sold individually or as a group;
(ii) after consideration of all criteria as aforesaid (except
"break-up" value) the Cable Network Companies will not be valued
at levels exceeding their contribution as a whole to the market
value of the Company as determined by Duff & ▇▇▇▇▇▇; and (iii) if
the Cable Network Companies as a whole are sold or the equity
thereof becomes publicly traded, the market value of the Cable
Network Companies (as evidenced by the sale price or the public
trading price) will be the sole basis for determining the Total
Business Return and neither Duff & ▇▇▇▇▇▇ nor any other valuation
firm will be engaged. The methodology used by Duff & ▇▇▇▇▇▇ for
the first valuation of the Cable Network Companies that it
provides pursuant to this Section 3(c) will be the methodology
used in all other valuations of the Cable Network Companies
pursuant to this Section 3(c).
If Executive's employment hereunder terminates prior to
any vesting date for reasons other than death, disability (as
defined in Paragraph 4(c) hereof), Change in Control of the
Company or the Cable Network Companies, termination without Cause
(as defined in Paragraph 5(a)(ii) hereof) by the Company, or
termination by Executive in the event of a material breach of
this Agreement by the Company (i) which is not cured in all
material respects within twenty days after Executive gives notice
thereof to the Company and (ii) at a time when the Company does
not have Cause to terminate Executive, all unvested shares and
all rights to future grants hereunder will be forfeited. "Change
in Control" for purposes of this Agreement shall mean (i) with
respect to the Company, an event that would be required to be
reported in response to Item 1 of Form 8-K or any successor form
thereto promulgated under the Securities Exchange Act of 1934
("Exchange Act"); provided, however, that the termination of The
▇▇▇▇▇▇ ▇. Scripps Trust and the effectiveness, as a result of
such termination, of certain provisions of the Scripps Family
Agreement dated October 15, 1992, as it may be amended from time
to time, shall not constitute a "Change in Control" regardless of
whether such events are required to be or are reported pursuant
to the Exchange Act; and (ii) with respect to the Cable Network
Companies, sale by the Company of all or substantially all assets
of, or transfer by the Company of majority voting control of, the
Cable Network Companies as a whole or the Home and Garden
Television Network or the Television Food Network to any person
that is not controlled by, under common control with, or in
control of the Company.
If Executive's employment hereunder terminates prior to any
vesting date by reason of his disability or death, or as a result
of a Change in Control, all unvested shares will vest
automatically at the time of such termination and all rights to
future grants hereunder (other than those for the Calendar Year
preceding such termination or in which such termination occurred,
as provided for in the last paragraph of this section) will be
forfeited.
If Executive's employment hereunder terminates, by reason of
his disability or death, or as a result of a Change in Control,
prior to a grant date following a Calendar Year with respect to
which Executive was employed hereunder and would be entitled to a
grant of Class A Common Shares hereunder, such grant shall
nevertheless be made in accordance herewith, and all shares
subject thereto shall be deemed vested as of the time of such
grant and shall be issued to Executive (or his designated
beneficiary or legal representatives in case of his death) on
such grant date. If such termination occurs prior to the end of
a Calendar Year, any grant to which Executive is entitled for
such Calendar Year shall be prorated based on the ratio of the
number of business days in such Calendar Year Executive was
employed hereunder to the total number of business days in such
Calendar Year.
If Executive's employment terminates as a result of a
termination without Cause by the Company or a termination by
Executive in the event of a material breach of this Agreement by
the Company (i) which is not cured in all material respects
within twenty days after Executive gives notice thereof to the
Company and (ii) at a time when the Company does not have Cause
to terminate Executive, all unvested shares will vest
automatically at the time of such termination and all rights to
future grants hereunder will continue and any grant hereunder to
which Executive would have been entitled had he remained employed
hereunder through Calendar Year 2003 and not been so terminated
shall be made in accordance herewith, and all shares subject to
such grant shall be deemed vested as of the time of such grant
and shall be issued to Executive on the applicable grant date (or
to his designated beneficiary or legal representatives in the
case of his death prior to any applicable grant date).
(d) Executive shall be entitled, subject to the
terms and conditions of the appropriate plans, to all benefits
provided by the Company to Senior Level Executives in accordance
with the Company's policies from time to time in effect.
(e) Upon delivery of proper documentation,
therefore, Executive shall be reimbursed for all first class
travel, hotel and all business expenses when incurred on Cable
Network Companies business.
4. Payment in the Event of Death or Permanent
Disability.
(a) In the event of Executive's death or
"permanent disability" (as hereinafter defined) during the term
of this Employment Agreement, the Company shall for a period
equal to the greater of (i) twenty-four (24) months following the
date of such death or permanent disability or (ii) the balance of the
term remaining at such date continue to pay to Executive (or his
successors and assigns under the applicable laws of descent and
distribution in the event of his death) Executive's then
effective per annum rate of salary, as determined under Paragraph
3(a), and provide to Executive (or to his family members covered
under his family medical coverage) the same "family" medical
coverage as provided to Executive on the date of such death or
disability. Furthermore, in the event of Executive's death or
permanent disability, Executive (or his designated beneficiary or
legal representative in case of his death) shall receive Class A
Common Shares for the Deferred Stock Units on each remaining
Maturity Date as if Executive were still employed at such time.
(b) Except as otherwise provided in Paragraph
4(a), in the event of Executive's death or permanent disability
Executive's employment hereunder shall terminate and Executive
shall be entitled to no further compensation or other payments or
benefits under this Employment Agreement, except as to unmatured
Deferred Stock Units and that portion of any unpaid salary and
other benefits accrued and earned by him hereunder up to and
including the date of such death or permanent disability, as the
case may be.
(c) For purposes of this Employment Agreement,
Executive's "permanent disability" shall be deemed to have
occurred after one hundred fifty (150) days in the aggregate
during any consecutive twelve (12) month period, or after ninety
(90) consecutive days, during which one hundred fifty (150) or
ninety (90) days, as the case may be, Executive, by reason of his
physical or mental disability or illness, shall have been unable
to discharge his duties under this Employment Agreement. The
date of permanent disability shall be such one hundred fiftieth
(150th) or ninetieth (90th) day, as the case may be. In the
event either the Company or Executive, after receipt of notice of
Executive's permanent disability from the other, dispute that
Executive's permanent disability shall have occurred, Executive
shall promptly submit to a physical examination by the chief of
medicine of any major accredited hospital in the Cincinnati,
Ohio, area selected by the Company and, unless such physician
shall issue his written statement to the effect that in his or
her opinion, based on his or her diagnosis, Executive is capable
of resuming his employment and devoting his full time and energy
to discharging his duties within thirty (30) days after the date
of such statement, such permanent disability shall be deemed to
have occurred.
(d) The payments to be made by the Company to
Executive hereunder shall be offset and therefore reduced by the
amount of any insurance proceeds (on a tax-effected basis) paid
to Executive arising out of the events described in this
Paragraph 4 from insurance policies (not including amounts
otherwise payable to Executive pursuant to insurance policies
provided under Company-wide employee benefit and welfare plans)
obtained by the Company.
5. Termination
(a) The employment of Executive under this
Employment Agreement, and the term of this Employment Agreement:
(i) shall be terminated automatically upon
the death or permanent disability of Executive, or
(ii) may be terminated for Cause at any time
by the Company, with any such termination not being in
limitation of any other right or remedy the Company may
have under this Employment Agreement or otherwise (for
purposes of this Employment Agreement, the term "Cause"
meaning:
(A) Executive's fraud or commission of a
felony or of an act or series of acts, which in any case
results in material injury to the business or reputation of
the Company, or Executive's willful failure to perform his
duties under this Employment Agreement, which failure has
not been cured in all material respects within twenty (20)
days after the Company gives notice thereof to Executive;
or
(B) Executive's material breach of any provision of
this Employment Agreement, which breach has not been cured in all
material respects within twenty (20) days after the Company gives
notice thereof to Executive); or
(iii) may be terminated at any time by
the Company other than for the reasons set forth in the
foregoing clauses (i) and (ii); or
(iv) may be terminated at any time (including
following a Change in Control) by Executive with thirty
(30) days' advance notice to the Company; or
(v) shall be terminated automatically at the
end of the term of this Employment Agreement then in
effect in the event either party gives to the other
party a Non-renewal Notice.
Upon any such termination, Executive shall be deemed
automatically to have resigned from all offices and directorships
held by Executive in the Company or the Cable Network Companies.
Notwithstanding anything to the contrary in this Section 5(a),
the term "Cause" shall not include any act or series of acts
taken by Executive in good faith on behalf of the Company,
provided that such act or series of acts was within his authority
as Executive, did not constitute a breach of any fiduciary duty
and was not taken again following his receipt of direction to
cease such act or acts from the Chief Executive Officer or Senior
Vice President/Broadcast Division of the Company or the Board of
any of the Cable Network Companies.
(b) If Executive's employment with the Company is
terminated by the Company without Cause or by Executive following
a Change in Control or at a time when the Company (i) has been in
material breach of this Agreement for twenty (20) days after
receiving notice of such breach from Executive and (ii) does not
have Cause to terminate Executive, the Company shall continue to
pay to Executive the per annum rate of salary then in effect
under Paragraph 3(a) and provide the benefits described in Paragraph
3(d) then in effect (unless the terms of the applicable plans
expressly prohibit the continuation of such benefits after such
termination and cannot be amended, with applicability of such
amendment limited to Executive, to provide for such continuation)
for a period equal to the greater of (A) twenty-four months or
(B) the balance of the term remaining at the time of such
termination.
(c) In the event of termination for any reason
set forth in subparagraph (a) of this Paragraph 5, except as
otherwise provided in Paragraph 5(b), Executive shall be entitled
to no further compensation or other payments or benefits under
this Employment Agreement, except as to that portion of any
unpaid salary and other benefits accrued and earned by him
hereunder up to and including the effective date of such
termination.
(d) In the event of termination for any reason
set forth in subparagraph (a) of this Paragraph 5, Executive's
employment with the Company for all purposes shall be deemed to
have terminated as of the effective date of such termination
hereunder, irrespective of whether the Company has a continuing
obligation under this Employment Agreement to make payments or
provide benefits to Executive after such effective date.
6. Covenants and Confidential Information
(a) Executive acknowledges the Cable Network
Companies' reliance and expectation of Executive's continued
commitment to performance of his duties and responsibilities
during the term of this Employment Agreement. In light of such
reliance and expectation on the part of the Cable Network
Companies, during the term of this Employment Agreement and (i)
for six (6) months after termination of Executive's employment
and this Employment Agreement by the Company under Paragraph
5(a)(iii) hereof or by Executive at a time when the Company has
been in material breach of this Agreement for twenty (20) days
after receiving notice of such breach from Executive and does not
have Cause to terminate Executive ("Company Breach") or (ii) one year
after termination of Executive's employment and this Employment
Agreement by Executive under Paragraph 5 hereof (other than
termination by Executive for Company Breach) or by the Company
under Paragraph 5(a)(ii) hereof, Executive shall not, directly or
indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in
the ownership, management, or control of, or be employed or
engaged by or otherwise affiliated or associated as a consultant,
independent contractor or otherwise with, any other corporation,
partnership, proprietorship, firm, association or other business
entity, or otherwise engage in any business, which is in
competition with the business of the Cable Network Companies as
and where conducted by the Cable Network Companies at the time of
such termination; provided, however, that the ownership of not
more than one percent (1%) of any class of publicly traded
securities of any entity shall not be deemed a violation of this
covenant, and further provided that Executive's ownership of any
interest in DNL, Inc., a corporation formed by Executive and
certain other persons ("DNL"), shall not be deemed a violation of
this covenant so long as DNL is not competing with any of the
Cable Network Companies and Executive's ownership of such
interest, his participation in the management or control of DNL
or his employment or engagement thereby or affiliation or
association therewith does not materially interfere with his full-
time employment hereunder;
(ii) Solicit the employment of, assist in the
soliciting of the employment of, or otherwise solicit the
association in business with any person or entity of, any
employee or officer of the Cable Network Companies.
(iii) Induce any person who is an
employee, officer or agent of the Cable Network Companies to
terminate said relationship.
(b) Executive expressly agrees and understands
that the remedy at law for any breach by him of this Paragraph 6
may be inadequate and that the damages flowing from such breach
are not readily susceptible to being measured in monetary terms.
Accordingly, it is acknowledged that, upon adequate proof of
Executive's violation of any provision of this Paragraph 6, the
Cable Network Companies shall be entitled to immediate injunctive
relief and may obtain a temporary order restraining any
threatened or further breach and may withhold any amounts owed to
Executive pursuant to this Agreement. Nothing in this Paragraph
6 shall be deemed to limit the Cable Network Companies' remedies
at law or in equity for any breach by Executive of any of the
provisions of this Paragraph 6 which may be pursued or availed by
the Cable Network Companies.
(c) In the event Executive shall violate any
legally enforceable provision of this Paragraph 6 as to which
there is a specific time period during which he is prohibited
from taking certain actions or from engaging in certain
activities, as set forth in such provision, then, in such event,
such violation shall toll the running of such time period from
the date of such violation until such violation shall cease.
(d) Executive has carefully considered the nature
and extent of the restrictions upon him and the rights and
remedies conferred upon the Cable Network Companies under this
Paragraph 6, and hereby acknowledges and agrees that the same are
reasonable in time and territory, are designed to eliminate
competition which otherwise would be unfair to the Cable Network
Companies, do not stifle the inherent skill and experience of
Executive, would not operate as a bar to Executive's sole means
of support, are fully required to protect the legitimate
interests of the Cable Network Companies and do not confer a
benefit upon the Cable Network Companies disproportionate to the
detriment to Executive.
7. Withholding Taxes.
All payments to Executive hereunder shall be
subject to withholding on account of federal, state and local
taxes as required by law.
8. No Conflicting Agreements.
Executive represents and warrants that he is not a
party to any agreement, contract or understanding, whether
employment or otherwise, which would restrict or prohibit him
from undertaking or performing employment in accordance with the
terms and conditions of this Employment Agreement.
9. Severable Provisions.
The provisions of this Employment Agreement are
severable and if any one or more provisions may be determined to
be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions and any partially unenforceable provision to
the extent enforceable in any jurisdiction nevertheless shall be
binding and enforceable.
10. Binding Agreement.
The rights and obligations of the Company under
this Employment Agreement shall inure to the benefit of, and
shall be binding on, the Company and its successors and assigns,
and the rights and obligations (other than obligations to perform
services) of Executive under this Employment Agreement shall
inure to the benefit of, and shall be binding upon, Executive and
his heirs, personal representatives and successors and assigns.
11. Arbitration.
Any controversy or claim arising out of or
relating to this Employment Agreement, or the breach thereof,
shall be settled by arbitration in accordance with the Rules of
the American Arbitration Association then pertaining in the City
of Cincinnati, Ohio, and judgment upon the award rendered by the
arbitrator or arbitrators may be entered in any court having
jurisdiction thereof. The arbitrator or arbitrators shall be
deemed to possess the powers to issue mandatory orders and
restraining orders in connection with such arbitration; provided,
however, that nothing in this Paragraph 11 shall be construed so
as to deny the Cable Network Companies the right and power to
seek and obtain injunctive relief in a court of equity for any
breach or threatened breach by Executive of any of his covenants
contained in Paragraph 6 hereof. The parties shall share equally
the fees and other expenses of the arbitrator(s).
12. Notices.
Notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when
sent by certified mail, postage prepaid, addressed to the
intended recipient at the address set forth at the end of this
Employment Agreement, or at such other address as such intended
recipient hereafter may have designated most recently to the
other party hereto with specific reference to this Paragraph 12.
13. Waiver.
The failure of either party to enforce any
provision or provisions of this Employment Agreement shall not in
any way be construed as a waiver of any such provision or
provisions as to any future violations thereof, nor prevent that
party thereafter from enforcing each and every other provision of
this Employment Agreement. The rights granted the parties herein
are cumulative and the waiver of any single remedy shall not
constitute a waiver of such party's right to assert all other
legal remedies available to it under the circumstances.
14. Miscellaneous.
This Employment Agreement supersedes all prior
agreements and understandings between the parties and may not be
modified or terminated orally. All obligations and liabilities
of each party hereto in favor of the other party hereto relating
to matters arising prior to the date hereof have been fully
satisfied, paid and discharge. No modification, termination or
attempted waiver shall be valid unless in writing and signed by
the party against whom the same is sought to be enforced.
15. Governing Law.
This Employment Agreement shall be governed by and
construed according to the laws of the State of Ohio.
16. Captions and Paragraph Headings.
Captions and paragraph headings used herein are
for convenience and are not a part of this Employment Agreement
and shall not be used in construing it.
IN WITNESS WHEREOF, the parties have executed this
Employment Agreement on the day and year first set forth above.
Attn: Corporate Secretary THE ▇. ▇. ▇▇▇▇▇▇▇ COMPANY
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman and President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
