EXHIBIT 99.1
TRANSITION AND RETIREMENT AGREEMENT
THIS AGREEMENT, dated as of February 25, 2005, is between IDEX
CORPORATION, a Delaware corporation with its executive offices at 000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Corporation"), and XXXXXX X.
XXXXXXXX (the "Executive").
RECITALS:
A. The Executive is currently employed as the Chairman of the
Board, President and Chief Executive Officer of the Corporation pursuant to an
Employment Agreement dated April 14, 2000 (the "Employment Agreement").
B. The original term of the Employment Agreement expires on
April 30, 2005 and Executive has indicated his desire to resign from his
position as President and Chief Executive Officer effective as of March 22,
2005, and to retire as Chairman of the Board effective as of the later of March
31, 2006 or the date of the Corporation's annual meeting of shareholders in
2006.
C. The Corporation desires that the Executive assist in the
orderly transition of leadership and management of the Corporation and the
Executive is willing to remain in an executive Chairman capacity in order to
effect such transition.
D. The Corporation desires to receive from the Executive a
lengthening of the period during which the Executive will not compete with the
business of the Corporation from two years to a five-year period.
E. The Corporation and the Executive desire to enter into this
Agreement to set forth the terms of Executive's continued employment and
retirement from the Corporation.
NOW, THEREFORE, in consideration of the promises and of the
covenants contained in this Agreement, the Corporation and the Executive agree
as follows:
1. DEFINITIONS. The following definitions apply for purposes
of this Agreement.
(a) "Board of Directors" or "Board" means the Board of
Directors of the Corporation.
(b) "Cause" means a finding by the Board of Directors that any
of the following conditions exist:
(i) The Executive's willful and continued failure
substantially to perform his material duties under this
Agreement (other than as a result of his disability) if such
failure is not substantially cured within 15 days after
written notice is provided to the Executive.
(ii) The Executive's willful breach in a substantive
and material manner of his fiduciary duty or duty of loyalty
to the Corporation which is injurious to the financial
condition in more than a de minimus manner or the business
reputation of the Corporation.
(iii) The Executive's indictment for a felony offense
under the laws of the United States or any state thereof
(other than for a violation of motor or vehicular laws).
(iv) A material breach by the Executive of any
restrictive covenant contained in Sections 11 and 12 of this
Agreement.
For purposes of this definition, no act or failure to act will be deemed
"willful" unless effected by the Executive not in good faith and without a
reasonable belief that his action or failure to act was in or not opposed to the
Corporation's best interests.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Corporation" means IDEX Corporation.
(e) "Effective Date" means March 22, 2005.
(f) "Fringe Benefits" means (i) medical, health and life
insurance, and (ii) other miscellaneous fringe benefits (including, but not
limited to, the personal accident plan at the level in effect on the date of
termination, and the use of the Corporation provided automobile or auto use
allowance).
(g) "Retirement Date" means the later of March 31, 2006 or the
date of the Corporation's annual meeting of shareholders in 2006.
2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set
forth in this Agreement, the Corporation hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue employment as Chairman of
the Board on and after the Effective Date through and until his Retirement Date.
Subject to the terms and conditions set forth in this Agreement, as of the
Effective Date, the Executive will resign his position as President and Chief
Executive Officer of the Corporation. The Executive will perform those duties
and discharge those responsibilities as are commensurate with his position, and
as the Board of Directors may from time to time reasonably direct, commensurate
with his position. In connection with the performance of those duties, the
Corporation acknowledges that Executive may perform those duties at locations
other than the Corporation's executive office and it will not ordinarily require
the Executive to be present in the Corporation's executive office more than six
days per month. The Executive agrees to perform his duties and discharge his
responsibilities in a faithful manner and to the best of his ability and to use
all reasonable efforts to promote the interests of the Corporation. The
Executive may not accept other gainful employment except with the prior consent
of the Board of Directors. With the prior consent of the Board of Directors,
which will not be unreasonably withheld, the Executive may become a director,
trustee or other fiduciary of other corporations, trusts or entities.
Notwithstanding the foregoing, the Executive may manage his passive investments
and be involved in charitable, civic and religious interests so long as they do
not materially interfere with the performance of the Executive's duties
hereunder.
3. COMPENSATION.
(a) From the Effective Date through April 27, 2005, the
Executive will receive $31,153.85 in each bi-weekly payroll payment.
(b) Executive will receive $109,090.91 in each bi-weekly
payroll payment commencing with the May 11, 2005 payment and ending with payment
made on or prior to the earliest to occur of (i) Xxxxx 0, 0000, (xx) his
termination by the Corporation for Cause or (iii) his voluntary resignation.
These payments will not be considered "compensation" for purposes of the
Corporation's Supplemental Executive Retirement Plan and, to the extent these
payments increase the Executive's accrued benefit under the Corporation's
Retirement Plan, such increased accrued benefit will be an offset to the
Executive's benefit under the Corporation's Supplemental Executive Retirement
Plan.
(c) Executive will not be entitled to participate in any
bonus, long-term or short-term equity or cash incentive compensation programs of
the Corporation in 2005 or 2006.
(d) The Corporation will deduct or withhold from all salary
and from all other payments made to the Executive pursuant to this Agreement,
all amounts that may be required to be deducted or withheld under any applicable
Social Security contribution, income tax withholding or other similar law now in
effect or that may become effective during the term of this Agreement.
4. OTHER BENEFITS AND TERMS. Except as otherwise provided,
during the term of Executive's employment through the Retirement Date, the
Executive will be entitled to the following other benefits and terms:
(a) The Executive will be entitled to participate in the
Corporation's health and medical benefit plans, any pension, profit sharing and
retirement plans, and any insurance policies or programs from time to time
generally offered to all or substantially all executive employees who are
employed by the Corporation. These plans, policies and programs are subject to
change at the sole discretion of the Corporation. Notwithstanding the foregoing,
life insurance benefits will be provided at an amount not less than one times
base salary.
(b) The Executive will be entitled to any other fringe benefit
from time to time generally offered to all or substantially all senior executive
employees who are employed by the Corporation.
(c) The Corporation will provide the Executive with the use of
an automobile or an auto use allowance that is commensurate with his position.
(d) The Executive will be entitled to limited use of the
Corporation's aircraft for non-business purposes, not to exceed usage in excess
of incremental cost to the Corporation of $110,000 (the "Personal Use
Limitation") during the period May 1 ,2005 through the Retirement Date, and
subject to the terms of the Corporation's Aircraft Use Guidelines as amended
from time to time. If Executive relocates his residence outside of the State of
Illinois, travel at the request of the Corporation from his residence to the
Corporation's executive office and return travel to his residence will not be
charged against the Personal Use Limitation. Executive's use of the
Corporation's aircraft to attend board meetings of corporations or entities
other than the Corporation will be charged against the Personal Use Limitation.
If the Executive's use of the Corporation's aircraft is for business purposes,
his spouse accompanying him on such travel will not cause the use to be charged
against the Personal Use Limitation.
(e) The Corporation will pay on behalf of or reimburse the
Executive for personal legal and financial advice in calendar year 2005 an
amount not to exceed $15,000 less amounts, if any, claimed by the Executive
under the Employment Agreement for 2005 prior to the Effective Date.
(f) Notwithstanding anything to the contrary, for purposes of
determining the Executive's benefits under the Corporation's Supplemental
Executive Retirement Plan, the Executive's "compensation" shall include income
recognized by him with respect to the Restricted Stock Award under Section 3(d)
of the Employment Agreement.
(g) Notwithstanding any provision in any stock option award
agreement with the Executive, with respect to options which first become
exercisable within the calendar month of March 2006, if Executive may not
exercise those options or may not sell shares of the Corporation's stock because
of the Corporation's policies restricting trading of shares by certain
individuals, the Corporation will, in its discretion, which will be exercised in
a manner so as not to cause adverse tax consequences to Executive under Section
409A of the Code, either (i) waive the restrictions with respect to the
Executive (ii) allow Executive to sell the shares received on exercise to the
Corporation, (iii) allow for the Executive to sell the shares received on
exercise in a private sale transaction or (iv) provide that those options remain
exercisable for a period of time, not to exceed 30 days, following the date on
which the Executive is no longer restricted from trading shares of the
Corporation.
(h) Except as specifically provided in Section 8, or as
required by law, the Executive acknowledges that he, his spouse and dependents
will not receive health and medical benefits following any termination of his
employment.
(i) If the Corporation does not amend its Supplemental
Executive Retirement Plan by December 15, 2005, to provide for distribution of
benefits on separation from service, the Corporation agrees to allow the
Executive, in accordance with the provisions of IRS Notice 2005-1 and any
further similar guidance, to elect to terminate his participation in the
Supplemental Executive Retirement Plan in 2005 so that the amounts deferred
under the Supplemental Executive Retirement Plan would be distributed to him and
causing such amounts to be included in income in 2005.
(j) Condition (1) contained in Section 2(a) of The Restricted
Stock Award Agreement between the Corporation and the Executive dated April 14,
2000 is hereby amended to read as follows:
1. Executive remains employed by IDEX as its Chairman
of the Board, and
5. VACATIONS. The Executive will be entitled to five weeks of
paid vacation each year. Unused vacation in any year may not be carried over to
subsequent years.
6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse
the Executive for expenses which the Executive may from time to time reasonably
incur on behalf of the Corporation in the performance of his responsibilities
and duties including, but not limited to, professional dues and attendance at
professional conferences.
7. PERIOD OF EMPLOYMENT. Subject to the provisions of this
Section, the period of employment of the Executive under this Agreement will
begin on the Effective Date and continue until the Retirement Date.
Notwithstanding the foregoing:
(a) The Executive's employment will automatically terminate
upon the death of the Executive.
(b) The Corporation may terminate the Executive's employment
for Cause.
8. BENEFITS UPON TERMINATION OF EMPLOYMENT. The Corporation
will provide to the Executive the following benefits in connection with his
termination of employment:
(a) Retirement. In connection with the Executive's retirement,
the Corporation will provide the following:
(i) Additional Compensation. The Executive will
receive payments of $31,153.85 in each of 26 bi-weekly payroll
payments commencing with the April 6, 2006 payment. If the
Executive dies during the 26 bi-weekly payroll period, the
balance of the payments will be paid as provided in Section
13.
(ii) Bonus. The Executive will receive a bonus
payment equal to $1,296,000 payable in one lump sum on April
1, 2006 (or as soon thereafter as practicable). Of this
amount, $324,000 will be considered "compensation" for
purposes of the Corporation's Supplemental Executive
Retirement Plan.
(iii) Accrued Vacation. Executive will receive
payment for accrued but unused vacation, which payment will be
equitably prorated based on the period of employment through
the Retirement Date. Payment for accrued but unused vacation
will be payable in one lump sum on the Retirement Date (or as
soon thereafter as practicable).
(iv) Accrued Benefits. Except as otherwise provided
in this Agreement, the Executive shall be entitled to such
benefits as he has accrued under the terms of the
Corporation's employee benefit plans, including but not
limited to the Retirement Plan, Deferred Compensation Plan for
Officers, 2001 Stock Plan for Officers and Supplemental
Executive Retirement Plan (as they may be reasonably amended
by the Corporation to comply with the provisions of Section
409A of the Code).
(b) Upon Termination Other Than For Cause. If Executive's
employment is terminated for any reason (including death or disability) other
than termination by the Corporation for Cause, the Corporation will provide the
following:
(i) Salary And Fringe Benefits. The Executive, or the
Executive's successor as provided in Section 13, will receive
the Executive's full salary and Fringe Benefits through March
1, 2006. Any health or medical Fringe Benefits for Executive
or his dependents will be provided through the Retirement
Date.
(ii) Additional Benefits. The Executive, or the
Executive's successor as provided in Section 13, will receive
those payments as provided under Section 8(a).
(c) For Cause. Upon termination of the Executive's employment
for Cause, the Corporation will provide the following:
(i) Salary And Fringe Benefits. The Executive's base
salary and Fringe Benefits through the effective date of
termination.
(ii) Accrued Vacation. The Executive will receive
payment for accrued but unused vacation, which payment will be
equitably prorated based on the period of active employment
for that portion of the fiscal year in which the Executive's
termination of employment becomes effective. Payment for
accrued but unused vacation will be payable in one lump sum on
the effective date of the termination of employment (or as
soon thereafter as practicable).
(iii) Additional Benefits. The Executive will receive
those payments as provided under Section 8(a)(i), (ii) and
(iv).
(d) Reduction In Fringe Benefits. Medical and health Fringe
Benefits under this Section will be reduced to the extent of any medical and
health fringe benefits provided by and available to the Executive from any
subsequent employer.
(e) Stock Options. If the employment of the Executive is
terminated for reasons of disability or death or in the event of a "Control
Event" (as defined in any Stock Option award agreement) after the Effective Date
but prior to the Retirement Date, all Stock Option award agreements between the
Corporation and the Executive are hereby amended to provide that, with respect
to options that were not yet exercisable at time of termination due to
disability, death or occurrence of a Control Event, only those options that
would have become exercisable in March 2006 will become exercisable on account
of termination for reason of disability, death or occurrence of a Control Event
and the period in which they may be exercised will expire thirty days following
the Retirement Date or, if later, in case of disability which results in the
Executive being unable to mange his own affairs or death, one year from the date
the disability occurs or of death.
(f) Compliance with Section 409A. Notwithstanding any other
provision of the Agreement, if necessary to comply with the requirements of
Section 409A of the Code, payment of benefits under this Agreement will not be
made until six months following the Executive's separation form service.
9. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically
provided, nothing in this Agreement will prevent or limit the Executive's
continued participation in any benefit, incentive, or other plan, practice, or
program provided by the Corporation and for which the Executive may qualify. Any
amount of vested benefit or any amount to which the Executive is otherwise
entitled under any plan, practice, or program of the Corporation will be payable
in accordance with the plan, practice, or program, except as specifically
modified by this Agreement.
10. NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will
not be obligated to seek other employment or to take other action to mitigate
any amount payable to him under this Agreement and, except as provided in
Section 8(d), amounts owed to him hereunder shall not be reduced by amounts he
may receive from another employer.
11. CONFIDENTIALITY. During the course of his employment, the
Executive will have access to confidential information relating to the lines of
business of the Corporation, its trade secrets, marketing techniques, technical
and cost data, information concerning customers and suppliers, information
relating to product lines, and other valuable and confidential information
relating to the business operations of the Corporation not generally available
to the public (the "Confidential Information"). The parties hereby acknowledge
that any unauthorized disclosure or misuse of the Confidential Information could
cause irreparable damage to the Corporation. The parties also agree that
covenants by the Executive not to make unauthorized use or disclosures of the
Confidential Information are essential to the growth and stability of the
business of the Corporation. Accordingly, the Executive agrees to the
confidentiality covenants set forth in this Section.
The Executive agrees that, except as required by his duties
with the Corporation or as authorized by the Corporation in writing, he will not
use or disclose to anyone at any time, regardless of whether before or after
the Executive ceases to be employed by the Corporation, any of the Confidential
Information obtained by him in the course of his employment with the
Corporation. The Executive shall not be deemed to have violated this Section 11
by disclosure of Confidential Information that at the time of disclosure (a) is
publicly available or becomes publicly available through no act or omission of
the Executive, or (b) is disclosed as required by court order or as otherwise
required by law, on the condition that notice of the requirement for such
disclosure is given to the Corporation prior to making any disclosure.
The Executive agrees that since irreparable damage could
result from his breach of the covenants in this Section, in addition to any and
all other remedies available to the Corporation, the Corporation will have the
remedies of a restraining order, injunction or other equitable relief to enforce
the provisions thereof. The Executive consents to jurisdiction in Lake County,
Illinois on the date of the commencement of any action for purposes of any
claims under this Section. In addition, the Executive agrees that the issues in
any action brought under this Section will be limited to claims under this
Section, and all other claims or counterclaims under other provisions of this
Agreement will be excluded.
In addition, the Executive has signed and is bound by the
terms of the Corporation's "Employee Inventions and Proprietary Information
Agreement". To the extent that the provisions of such agreement conflict with
this Agreement, the terms of this Agreement will be controlling.
12. NON-COMPETITION. In consideration of the compensation and
other benefits to be paid to the Executive under and in connection with this
Agreement, the Executive agrees that, beginning on the date of this Agreement
and continuing until the Covenant Expiration Date (as defined in Subsection (b)
below), he will not, directly or indirectly, for his own account or as agent,
employee, officer, director, trustee, consultant, partner, stockholder or equity
owner of any corporation or any other entity (except that he may passively own
securities constituting less than 1% of any class of securities of a public
company), or member of any firm or otherwise, (i) engage or attempt to engage,
in the Restricted Territory (as defined in Subsection (d) below), in any
business activity which is directly or indirectly competitive with the business
conducted by the Corporation or any Affiliate at the Reference Date (as defined
in Subsection (c) below), (ii) employ or solicit the employment of any person
who is employed by the Corporation or any Affiliate at the Reference Date or at
any time during the six-month period preceding the Reference Date, except that
the Executive will be free to employ or solicit the employment of any such
person whose employment with the Corporation or any Affiliate has terminated for
any reason (without any interference from the Executive) and who has not been
employed by the Corporation or any Affiliate for at least six (6) months, (iii)
canvass or solicit business in competition with any business conducted by the
Corporation or any Affiliate at the Reference Date from any person or entity who
during the six-month period preceding the Reference Date was a customer of the
Corporation or any Affiliate or from any person or entity which the Executive
has reason to believe might in the future become a customer of the Corporation
or any Affiliate as a result of marketing efforts, contacts or other facts and
circumstances of which the Executive is aware, (iv) willfully dissuade or
discourage any person or entity from using, employing or conducting business
with the Corporation or any Affiliate or (v) intentionally disrupt or interfere
with, or seek to disrupt or interfere with, the business or contractual
relationship between the Corporation or any Affiliate and any supplier who
during the six-month period preceding the Reference Date shall have supplied
components, materials or services to the Corporation or any Affiliate.
Notwithstanding the foregoing, the restrictions imposed by
this Section shall not in any manner be construed to prohibit, directly or
indirectly, the Executive from serving as an employee or consultant of the
Corporation or any Affiliate.
For purposes of this Agreement, the following terms have the
meanings given to them below:
(a) "Affiliate" means any joint venture, partnership or
subsidiary now or hereafter directly or indirectly owned or controlled by the
Corporation. For purposes of clarification, an entity shall not be deemed to be
indirectly or directly owned or controlled by the Corporation solely by reason
of the ownership or control of such entity by shareholders of the Corporation.
(b) "Covenant Expiration Date" means the date which is five
(5) years after his Termination Date (as defined in this Section).
(c) "Reference Date" means (A) for purposes of applying the
covenants set forth in this Section at any time prior to the Termination Date,
the then current date, or (B) for purposes of applying the covenants set forth
in this Section at any time on or after the Termination Date, the Termination
Date.
(d) "Restricted Territory" means anywhere in the world where
the Corporation or any Affiliate conducts or plans to conduct the business of
the Corporation or any other business activity, as the case may be, at the
Reference Date.
(e) "Termination Date" means the date of termination of the
Executive's employment with the Corporation; provided however that the
Executive's employment will not be deemed to have terminated so long as the
Executive continues to be employed or engaged as an employee or consultant of
the Corporation or any Affiliate, even if such employment or engagement
continues after the expiration of the term of this Agreement, whether pursuant
to this Agreement or otherwise.
13. SUCCESSORS. This Agreement is personal to the Executive
and may not be assigned by the Executive other than by will or the laws of
descent and distribution. This Agreement will inure to the benefit of and be
enforceable by the Executive's legal representatives or successors in interest.
Notwithstanding any other provision of this Agreement, the Executive may
designate a successor or successors in interest to receive any amounts due under
this Agreement after the Executive's death. If he has not designated a successor
in interest, payment of benefits under this Agreement will be made to his wife,
if surviving, and if not surviving, to his estate. A designation of a successor
in interest must be made in writing, signed by the Executive, and delivered to
the Corporation in accordance with Section 17. Except as otherwise provided in
this Agreement, if the Executive has not designated a successor in interest,
payment of benefits under this Agreement will be made to the Executive's estate.
This Section will not supersede any designation of beneficiary or successor in
interest made by the Executive or provided for under any other plan, practice,
or program of the Corporation. This Agreement will inure to the benefit of and
be binding upon the Corporation and its successors and assigns. The Corporation
will require any successor (whether direct or indirect, by acquisition of
assets, merger, consolidation or otherwise) to all or substantially all of the
operations or assets of the Corporation or any successor and without regard to
the form of transaction used to acquire the operations or assets of the
Corporation, to assume and agree to perform this Agreement in the same manner
and to the same extent that the Corporation would be required to perform it if
no succession had taken place. As used in this Agreement, "Corporation" means
the Corporation and any successor to its operations or assets as set forth in
this Section that is required by this clause to assume and agree to perform this
Agreement or that otherwise assumes and agrees to perform this Agreement.
14. BENEFIT CLAIMS. In the event the Executive, or his
beneficiaries, as the case may be, and the Corporation disagree as to their
respective rights and obligations under this Agreement, and the Executive or his
beneficiaries are successful in establishing, privately or otherwise, that his
or their position is substantially correct, or that the Corporation's position
is substantially wrong or unreasonable, or in the event that the disagreement is
resolved by settlement, the Corporation will pay all costs and expenses,
including counsel fees, which the Executive or his beneficiaries may incur in
connection therewith directly to the provider of the services or as may
otherwise be directed by the Executive or his beneficiaries. The Corporation
will not delay or reduce the amount of any payment provided for hereunder or
setoff or counterclaim against any such amount for any reason whatsoever; it is
the intention of the Corporation and the Executive that the amounts payable to
the Executive or his beneficiaries hereunder will continue to be paid in all
events in the manner and at the times herein provided. All payments made by the
Corporation hereunder will be final and the Corporation will not seek to recover
all or any part of any portion of any payments hereunder for any reason.
15. FAILURE, DELAY OR WAIVER. No course of action or failure
to act by the Corporation or the Executive will constitute a waiver by the party
of any right or remedy under this Agreement, and no waiver by either party of
any right or remedy under this Agreement will be effective unless made in
writing.
16. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be enforceable under
applicable law. However, if any provision of this Agreement is deemed
unenforceable under applicable law by a court having jurisdiction, the provision
will be unenforceable only to the extent necessary to make it enforceable
without invalidating the remainder thereof or any of the remaining provisions of
this Agreement.
17. NOTICE. All written communications to parties required
hereunder must be in writing and (a) delivered in person, (b) mailed by
registered or certified mail, return receipt requested, (such mailed notice to
be effective four (4) days after the date it is mailed) or (c) deposited with a
reputable overnight courier service (such couriered notice to be effective one
(1) business day after the date it is sent by courier) or (d) sent by facsimile
transmission, with confirmation sent by way of one of the above methods, to the
party at the address given below for
the party (or to any other address as the party designates in a writing
complying with this Section, delivered to the other party):
If to the Corporation:
IDEX Corporation
Xxxxx 000
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Vice President - General Counsel
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to:
Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx & Goodyear, LLP
0000 Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq. and
Xxxxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to the Executive:
Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to:
Kronish Xxxx Xxxxxx & Xxxxxxx, LLP
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
18. MISCELLANEOUS. This Agreement (a) may not be amended,
modified or terminated orally or by any course of conduct pursued by the
Corporation or the Executive, but may be amended, modified or terminated only by
a written agreement duly executed by the Corporation and the Executive, (b) is
binding upon and inures to the benefit of the Corporation and the Executive and
each of their respective heirs, representatives, successors and assignees,
except that the Executive may not assign any of his rights or obligations
pursuant to this Agreement, (c) except as provided in Sections 4 and 11 of this
Agreement, constitutes the entire agreement between the Corporation and the
Executive with respect to the subject matter of this Agreement, and supersedes
all oral and written proposals, representations, understandings and agreements
previously made or existing with respect to such subject matter including, but
not limited to, the Employment Agreement and the Severance Agreement letter
between the Corporation and the Executive dated April 14, 2000, and (d) will be
governed by, and interpreted and construed in accordance with, the laws of the
State of Illinois, without regard to principles of conflicts of law.
19. TERMINATION OF THIS AGREEMENT. This Agreement will
terminate when the Corporation has made the last payment provided for hereunder;
provided, however, that the obligations set forth under Sections 8, 11, 12, and
14 of this Agreement will survive any termination and will remain in full force
and effect.
20. CONTINUATION OF OTHER AGREEMENTS. Except as specifically
amended by this Agreement, the following preexisting agreements between the
Corporation and the Executive shall remain in full force and effect and their
survival will not be affected by the termination of this Agreement : (i)
Restricted Stock
Award, (ii) Stock Option Award Agreements, (ii) Indemnity Agreement, and (iv)
Employee Inventions and Proprietary Information Agreement.
21. MULTIPLE COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any party may
execute this Agreement by facsimile signature and the other party shall be
entitled to rely on such facsimile signature as evidence that this Agreement has
been duly executed by such party. Any party executing this Agreement by
facsimile signature shall immediately forward to the other party an original
page by overnight mail.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
IDEX CORPORATION
By:
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Xxxxx X. Xxxxxx
Vice President - General Counsel
and Secretary
EMPLOYEE
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Xxxxxx X. Xxxxxxxx
