Exhibit 10(c)(8)
EMPLOYMENT AGREEMENT
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This Agreement made this 21st day of July, 1994, by and between Xxxxxx
Products, Inc., a corporation organized and existing under the Laws of the state
of Delaware hereinafter called the "Company" of one part, and of Xxxxx X. Xxxxxx
of Rolling Meadows, Illinois hereinafter called "Xxxxxx" of the other part.
WITNESSETH:
Whereas, due to the uncertainty of life and understandable desire of
Xxxxxx to provide as best he can for the future security of himself and his
family and, therefore, to put into writing for the permanent record various
matters which heretofore have been unwritten but understood between the Company
and Xxxxxx.
Now, therefore, it is agreed that:
A. Whereas Xxxxxx has been affiliated with the Company since
March 17, 1975 in various capacities, and now occupies the
position of Vice President of Field Sales Central,
encompassing but not limited to Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx Xxxxxx, Hawaii, Alaska and Puerto Rico,
with all the rights and privileges appertaining to such
position and it is agreed that Xxxxxx shall report directly to
Xxxx Xxxxx, Executive Vice President of Sales/Marketing, and
that all areas involved shall be subject to change at any time
the Company may so require as warranted by conditions.
B. During his employment Xxxxxx shall actively devote the whole
of his time, as required by the Company, to the business of
the Company, and shall use his best efforts and endeavor to
promote the interest and welfare of the Company at all times.
X. Xxxxxx shall at all times conduct himself in a manner
reflecting credit upon himself and the Company and he will
refrain from any conduct which would cause disparagement of
himself or the Company.
D. He will not during his employment, and for a period of one (1)
year, after the termination of his employment, discuss with
any person whatsoever, any information relating to the Company
or its customers or any trade secrets of which he shall become
possessed while acting for the Company in any capacity.
E. He will not, during the period referred to in D, without the
written permission of the Board of Directors, directly or
indirectly, individually or in a combination with others with
respect to any other company carrying on a business similar to
that of the Company or its parent or any direct or indirect
subsidiary of the parent ("Affiliated Company"):
(a) Hold or deal in the shares of any such company whic
is privately owned, or
(b) Hold or deal in (except for investment purposes only,
and not to the extent in the aggregate of a
controlling interest) the shares of any such company
which is publicly owned.
F. The basis of compensation shall be $163,100.00 annually as of
this writing, and thereafter as determined by the Company
subject to such increases being permissible under the existing
laws and regulations.
X. Xxxxxx covenants that during and within one (1) year following
termination of his employment for whatever reason he will not
directly or indirectly, carry on for himself or be associated
in any capacity with any business, whether it be corporation,
partnership, or individual operation, which business competes
with that of the Company or any Affiliated Company, with
respect to the products handled or the customers sold or both
and he will not engage in any activities which will be
detrimental or contrary to the best interests of the Company
or any Affiliated Company.
These hereinabove covenants (A through G, inclusive) are of the essence
of this Agreement and the breach of any or all shall give rise to a cause of
action or defense, either in law or equity, for the aggrieved party, and for
immediate termination of employment.
Xxxxxx further covenants and agrees that, in the event of a break or
violation of his part of the above covenants, a suit in equity may be instituted
to obtain an injunction and that a temporary restraining order or injunction may
be granted immediately upon the commencement of any such suit without notice.
The remedy is in addition to any other remedies, legal or equitable, available
to the Company.
Each party shall be entitled to two (2) years notice by registered or
certified mail directed to the regular mailing address in the event termination
shall be required by either party, except that in the event of breach by Xxxxxx
of any of the covenants, A to G, inclusive, advance notice of termination by the
Company shall not be required.
In addition, Xxxxxx is to receive a paid vacation of four weeks
annually, plus the following additional benefits as presently in effect;
Hospitalization and Major Medical, Long Term Disability, Profit Sharing and a
Life Insurance Policy in the amount of $50,000 with Double Indemnity. He will
continue to be a participant under the Employee's Profit Sharing Plan and also
he shall participate in the stock option program in the future. In addition, an
Accidental Death Policy is carried by the Company whereby the sum of $300,000.00
is paid to the family of Xxxxxx in the event of accidental death. This coverage
will continue as long as this Accident Policy is carried by the Company.
This is a contract for personal services and in the event Xxxxxx shall
become incapacitated, in accordance with the terms of his Long Term Disability
Policy provided by the Company, and unable to perform his normal duties and it
becomes necessary to have another man act in the place of Xxxxxx, Xxxxxx shall
be paid 100% of his salary for a period not to exceed six (6) months and
one-half of his salary for the ensuing two and one-half (2 1/2) years. In every
instance, under this Agreement, the amounts payable under the Long Term
Disability Policy are to be applied as credits for the Company against the
amounts to be received by Xxxxxx whether for a short term or a long term
incapacity.
In the event Xxxxxx should suffer a premature demise while in the
employ of the Company, and prior to his having given notice of termination of
services, as provided above, Xxxxxx Products, Inc. will continue to pay his
designated beneficiary, or if none, to the personal representative of his
estate, an amount equal to one-half (1/2) his annual salary for a period of one
(1) year, in equal semi-monthly installments, payable on the 10th and 25th
respectively. This additional payment is agreed to in consideration of the
services rendered over and above that which is called for in the ordinary
performance of one's duties, and for which Xxxxxx has not been and will not be
compensated for during his lifetime, and the Company makes this provision for
payment covering such services.
The Agreement constitutes and expresses the whole agreement of said
parties hereto in reference to any employment of Xxxxxx by the Company and in
reference to any of the matters or things herein provided for or hereinabove
discussed or mentioned, in reference to such employment - - all representations
and understandings relative hereto having been merged herein.
This Agreement is to be construed in accordance with the Laws of the
State of Illinois and severable; and, in the event any portion of it is or shall
be deemed invalid or unenforceable in any State, such invalidity or lack of
enforceability shall not render the remaining portion of this Agreement invalid
or unenforceable in said State or elsewhere.
In witness whereof the parties have hereto set their hands and seals
the day and year first herein above written.
XXXXXX PRODUCTS, INC.
By: /s/Xxxx X. Xxxxx
/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
ATTEST:
