AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into by and
between Agri- Nutrition Group Limited, a Delaware corporation having its
principal place of business in Maryland Heights, Missouri (the "Company"), and
Xxxxxx X. Xxxxxxxxx, a resident of Chesterfield, Missouri, as of the 23rd day of
August 1996.
R E C I T A L S
WHEREAS, Xx. Xxxxxxxxx and the Company wish to terminate the Second
Restated Employment Agreement, dated as of the 1st day of November 1995, under
which Xx. Xxxxxxxxx has served the Company as its Chief Financial Officer; and
WHEREAS, the Company wishes to employ Xx. Xxxxxxxxx to assist the
Company with acquisitions, particularly the acquisition of Xxxxxxx Products
Company, through April 30, 1997, and Xx. Xxxxxxxxx wishes to be employed in such
capacity; and
WHEREAS, the Company and Xx. Xxxxxxxxx wish to set forth in writing the
terms pursuant to which the parties have agreed to the termination of such
agreement and such employment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties to this Agreement,
the parties agree as follows:
1. Termination of Employment Agreement. The Second Restated Employment
Agreement dated as of the 1st day of November 1995 between the Company and Xx.
Xxxxxxxxx (the "Employment Agreement") is hereby terminated in its entirety and
neither party shall have any obligations to the other pursuant to the same;
provided, however, that Section 8 of the Employment Agreement relating to
confidentiality shall remain in full force and effect.
2. Terms of Employment. Xx. Xxxxxxxxx shall assist the Company with
acquisitions as requested by the Company, particularly the acquisition of
Xxxxxxx Products Company. Such assistance shall be provided on a full-time basis
through October 31, 1996 and ten hours per month from November 1, 1996 until
April 30, 1997, unless more of Xx. Xxxxxxxxx'x time is required in order to
complete the Xxxxxxx Products Company acquisition. Xx. Xxxxxxxxx shall not be an
officer of the Company.
Xx. Xxxxxxxxx shall be paid a salary of $15,000 per month through April
30, 1997, plus $5,000 per month for each month from November 1996 through April
1997 in which work on the Xxxxxxx Products Company acquisition is required. In
the event that Xx. Xxxxxxxxx'x employment hereunder is terminated by either
party prior to April 30, 1997, Xx. Xxxxxxxxx shall be entitled to severance
payments of $15,000 per month until April 30, 1997.
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3. Continuation of Health Care Benefits. Xx. Xxxxxxxxx shall continue to
receive substantially the same health insurance benefits to which he was
entitled under Section 5 of the Employment Agreement through April 30, 1998,
regardless of whether Xx. Xxxxxxxxx'x employment hereunder is terminated prior
to April 30, 1997 pursuant to Section 2 of this Agreement.
4. Xxxxxxx Payment. In the event that the Company consummates the
acquisition of Xxxxxxx Products Company prior to October 31, 1997, the Company
shall pay Xx. Xxxxxxxxx $137,351. Xx. Xxxxxxxxx shall be paid fifty percent of
such bonus in cash. The remaining fifty percent shall be paid with a combination
of the Company's common stock plus cash required to satisfy related tax
withholding. Such payment shall be made regardless of whether Xx. Xxxxxxxxx'x
employment hereunder is terminated prior to April 30, 1997 pursuant to Section 2
of this Agreement.
All payments made pursuant to this Section 4 shall be made within 30
days following the consummation of such acquisition. For purposes of determining
the number of shares of stock to be granted pursuant to this Section 4, such
stock shall be valued at $1.5625 per share. Any shares of stock issued pursuant
to this Section 4 shall be subject to the lock-up agreement by and between Xx.
Xxxxxxxxx and the Company dated October 12, 1995 (and any amendments thereto)
prohibiting Xx. Xxxxxxxxx from selling, transferring or otherwise disposing of,
more than five percent of the aggregate number of shares of the Company's stock
owned by Xx. Xxxxxxxxx in any quarter through January 1, 1998.
5. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(b) No Waiver. The failure of either party to insist, in one
or more instances, upon the performance of any of the terms, covenants,
agreements or conditions of this Agreement, or to exercise any rights hereunder
shall not be construed as a waiver or relinquishment of such party's right to
insist upon the future performance of such term, covenant, agreement or
condition, or the future exercise of any such right and the obligations of the
other party with respect to such future performance shall continue in full force
and effect.
(c) Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not be affected thereby.
(d) Assignment. This Agreement shall not be assignable by Xx. Xxxxxxxxx.
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(e) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees of the
parties hereto.
(f) Notice. For the purpose of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when mailed by the United States registered
mail, return receipt required, postage prepaid, addressed to the respective
addressees set forth on the execution page of this Agreement, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
(g) Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. In addition,
facsimile transmission copies of the executed signature page of this Agreement
shall have the same effect as a signed original.
(h) Incorporation of Recitals. The recitals set forth in the preliminary
portion of this Agreement are hereby incorporated in and made an integral part
hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
AGRI-NUTRITION GROUP LIMITED 00000
Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
By:
Its:
XXXXXX X. XXXXXXXXX
00000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
