Exhibit 10.27
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of the
1st day of March 2001, by and between Xxxxxxxx Corporation, a Missouri
corporation ("Xxxxxxxx"), and Xxxxxx X. Xxxx, an individual ("Employee").
WHEREAS, Angelica currently employs Employee as Vice President,
General Counsel and Secretary of Angelica and Angelica and Employee wish to
more specifically define the terms and conditions of Employee's employment
with Xxxxxxxx in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different meaning.
(a) "ANNUAL BASE SALARY" means the base salary set forth
in Section 3.3 of this Agreement, as it shall be
increased from time to time in the discretion of the
Board or the Compensation and Organization Committee of
the Board.
(b) "BOARD" means the Board of Directors of Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity or group,
or a Person (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") of ownership of 20% or more
of either (a) the then outstanding shares of common stock
of Xxxxxxxx (the "Outstanding Xxxxxxxx Common Stock") or
(b) the combined voting power of the then outstanding
voting securities of Xxxxxxxx entitled to vote generally
in the election of directors (the "Outstanding Xxxxxxxx
Voting Securities"); or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director
subsequent to the date hereof whose election, or
nomination for election by Angelica's stockholders,
was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be
considered as though such individual were a member of
the Incumbent Board, but excluding, as a member of the
Incumbent Board, any such individual whose initial
assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are
used in Rule l4a-11 of Regulation l4A promulgated under
the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the stockholders of Xxxxxxxx of a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (a) more than 50% of, respectively, the
then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially
the same proportions as their ownership, immediately
prior to such reorganization, merger or consolidation, of
the Outstanding Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities, as the case may be, (b) no
Person beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of
such corporation, entitled to vote generally in the
election of directors and (c) at least a majority of the
members of the board of directors of the corporation
resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the
time of the execution of the initial agreement providing
for such reorganization, merger or consolidation; or
(iv) Approval by the stockholders of Xxxxxxxx of (a) a
complete liquidation or dissolution of Xxxxxxxx or (b)
the sale or other disposition of all or substantially all
of the assets of Xxxxxxxx, other than to a corporation,
with respect to which following such sale or other
disposition, (1) more than 50% of, respectively, the then
outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities immediately prior to such sale
or other disposition in substantially the same
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proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Xxxxxxxx
Common Stock and Outstanding Xxxxxxxx Voting Securities,
as the case may be, (2) no Person beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (3) at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of Xxxxxxxx.
(d) "DATE OF TERMINATION" means a date that a Notice of
Termination is received by the party to whom such notice is
being given, unless the party giving the Notice of Termination
specifies another date in the Notice of Termination (which date
shall not be more than 30 days after giving of such Notice of
Termination) or, alternatively, the last day of any Term in the
event that a Notice of Non-Renewal is delivered by either party
in accordance with Section 2.1 of this Agreement.
(e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS" means:
(i) when used with reference to the stock or other equity
interests of the Operating Line of Business that is or
becomes a separate corporation, limited liability
company, partnership or other business entity, the sale,
exchange, transfer, distribution or other disposition of
the ownership, either beneficially or of record or both,
by Xxxxxxxx of more than 50% of either (a) the then
outstanding shares of common stock (or the equivalent
equity interests) of such Operating Line of Business, or
(b) the combined voting power of the then outstanding
voting securities of such Operating Line of Business
entitled to vote generally in the election of the Board
or the equivalent governing body of the Operating Line of
Business;
(ii) when used with reference to the merger or consolidation
of the Operating Line of Business that is or becomes a
separate corporation, limited liability company,
partnership or other business entity, any such
transaction that results in Xxxxxxxx owning, either
beneficially or of record or both, less than 50% of
either (a) the then outstanding shares of common stock
(or the equivalent equity interests) of such Operating
Line of Business, or (b) the combined voting power of the
then outstanding
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voting securities of such Operating Line of Business
entitled to vote generally in the election of the Board
or the equivalent governing body of the Operating Line of
Business; or
(iii) when used with reference to the assets of the Operating
Line of Business, the sale, exchange, transfer,
liquidation, distribution or other disposition of assets
of such Operating Line of Business (a) having a fair
market value (as determined by the Incumbent Board)
aggregating more than 50% of the aggregate fair market
value of all of the assets of such Operating Line of
Business as of the Triggering Transaction Date, (b)
accounting for more than 50% of the aggregate book value
(net of depreciation and amortization) of all of the
assets of such Operating Line of Business, as would be
shown on a balance sheet for such Operating Line of
Business, prepared in accordance with generally accepted
accounting principles then in effect, as of the
Triggering Transaction Date; or (c) accounting for more
than 50% of the net income of such Operating Line of
Business, as would be shown on an income statement,
prepared in accordance with generally accepted accounting
principles then in effect, for the 12 months ending on
the last day of the month immediately preceding the month
in which the Triggering Transaction Date occurs.
(f) "EFFECTIVE DATE" means the date of this Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on the
Effective Date and ending on the Date of Termination.
(h) "GOOD CAUSE" means, when used in connection with the
termination of Employee's employment with Xxxxxxxx by Xxxxxxxx,
a termination based upon (i) Employee's willful and continued
failure to substantially perform his duties with Xxxxxxxx
(other than as a result of incapacity due to physical or mental
condition), after a written demand for substantial performance
is delivered to Employee by Xxxxxxxx, which specifically
identifies the manner in which Employee has not substantially
performed his duties; (ii) Employee's commission of an act
constituting a criminal offense involving moral turpitude,
dishonesty or breach of trust; or (iii) Employee's material
breach of any provision of this Agreement.
(i) "GOOD REASON" means, when used in connection with the
termination of Employee's employment with Xxxxxxxx by Employee,
a termination based upon the following reasons:
(i) the assignment to Employee of any duties inconsistent
in any respect with Employee's position (including
status, offices, titles and reporting
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requirements), authority, duties and responsibilities as
contemplated by this Agreement or any other action by
Xxxxxxxx which results in a material diminution in such
position, authority, duties or responsibilities,
excluding for this purpose any action not taken in bad
faith which is remedied by Xxxxxxxx promptly after
receipt of notice by Xxxxxxxx thereof given by Employee;
(ii) (A) the failure by Xxxxxxxx to continue in effect any
benefit or compensation plan, stock ownership plan, life
insurance plan, health and accident plan or disability
plan to which Employee is entitled, provided that
Xxxxxxxx may amend, modify or replace such plans as long
as the Employee is entitled to benefits under the
amended, modified or replaced plan or plans that are
substantially similar to those of the plan or plans so
amended, modified or replaced; (B) the taking of any
action by Xxxxxxxx which would adversely affect
Employee's participation in, or materially reduce
Employee's benefits under, any plans in which Employee is
then currently participating; or (C) the failure of
Xxxxxxxx to provide Employee with paid vacation to which
Employee is entitled;
(iii) a material breach by Xxxxxxxx of any provision of this
Agreement;
(iv) a purported termination by Xxxxxxxx of Employee's
employment otherwise than specifically permitted by this
Agreement; or
(v) in connection with a Triggering Transaction (as set
forth in Section 4.2 of this Agreement), the failure of a
successor of Xxxxxxxx expressly to assume and agree to
perform this Agreement pursuant to the provisions of
Section 6.4 of this Agreement prior to a Triggering
Transaction; provided, however, that a termination of
employment by Employee: (A) subsequent to an express
assumption and agreement to perform this Agreement by
such successor on or after a Triggering Transaction Date
or (B) subsequent to a date that is two years after a
Triggering Transaction Date, shall not be deemed to be
for "Good Reason" under this subsection.
(j) "NOTICE OF TERMINATION" means a written notice by either
party of such party's desire to terminate Employee's employment
with Xxxxxxxx, which notice (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to
the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of Employee's employment
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under the provision so indicated, and (iii) if the Date of
Termination is other than the date of receipt of such Notice,
specifies the Date of Termination (which date shall not be more
than 30 days after the giving of such Notice). The failure by
Employee or Xxxxxxxx to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of Good
Cause or Good Reason shall not waive any right of Employee or
Xxxxxxxx hereunder or preclude Employee or Xxxxxxxx from
asserting such fact or circumstance in enforcing Employee's or
Angelica's rights hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written notice by either
party to this Agreement of such party's desire not to allow the
Term of the Agreement to automatically renew at the end of the
then-current Term for another Term, thus having the effect of
terminating the Agreement at the end of the then-current Term.
(l) "OPERATING LINE OF BUSINESS" means the following lines of
business of Xxxxxxxx, whether operated as a division or as a
separate subsidiary: (i) textile rental and laundry services,
which provides textiles and laundry services, principally to
healthcare institutions, and, to a more limited extent, to
hotels, motels and restaurants in or near major metropolitan
areas of the United States; (ii) uniform and business apparel
manufacturing and marketing, which manufactures and sells
uniforms and business apparel to a wide variety of institutions
and businesses in the United States and Canada; and (iii)
retail specialty stores, which operates a nationwide chain of
specialty retail stores primarily for a clientele of nurses and
other healthcare professionals.
(m) "TERM" means, initially a one-year period commencing on the
Effective Date and ending on the date of the first anniversary
of the Effective Date, and, if renewed in accordance with
Section 2.1 of this Agreement, shall mean a one-year period
commencing on the particular anniversary date of the Effective
Date and ending on the date one year after such commencing
anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change in Control of
Xxxxxxxx, or (ii) one or more Dispositions of an Operating Line
of Business involving at least two of Angelica's Operating
Lines of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the date that the
Triggering Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial Term
of this Agreement shall be for one year commencing on the Effective Date,
subject to automatic renewal for one or more additional Terms of
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one year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF TERM.
Notwithstanding Section 2.1 of this Agreement, either party to this Agreement
may terminate Employee's Employment Period (and Employee's employment with
Xxxxxxxx) at any time during the Term by giving the other party a Notice of
Termination to the other party, without any liability except as specified in
Section 4 of this Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of Xxxxxxxx throughout the Employment Period in accordance with the terms and
provisions of this Agreement. This Agreement shall remain in full force and
effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity of
the corporation to which Employee's compensation is charged, provided that
said corporation is a subsidiary or affiliate of Xxxxxxxx and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.
3.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs Employee and
Employee hereby accepts such employment as Vice President, General Counsel
and Secretary, subject to the reasonable directions of the Chief Executive
Officer of Xxxxxxxx and the Board. Employee shall have such authority and
shall perform such duties as are specified in the Bylaws of Xxxxxxxx for the
office and position to which he has been appointed hereunder and shall so
serve, subject to the control exercised by the Chief Executive Officer of
Xxxxxxxx and the Board from time to time. Employee agrees to devote such of
his time, attention and energy to the business of Xxxxxxxx as may be required
to perform the duties and responsibilities assigned to him to the best of his
ability and with reasonable diligence.
3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $153,000 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation Plan
or any incentive compensation plan which is generally available to other
similarly situated executives of Xxxxxxxx. The Incentive Compensation during
the first year of the Employment Period shall range from 0 to 60% of
Employee's Annual Base Salary. The Incentive Compensation which Employee will
have an opportunity to earn shall be reviewed at least annually and may be
adjusted at the discretion of the Chief Executive Officer of Xxxxxxxx and the
Board, dependent upon Employee's performance and in accordance with
Angelica's
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policies.
3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible to
receive stock-based awards or grants under Angelica's 1994 Performance Plan
or 1999 Performance Plan, including stock options, restricted stock and
performance awards, from time to time, in the discretion of the Compensation
and Organization Committee or the Board of Xxxxxxxx.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.
3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is eligible
to participate in Angelica's Supplemental Plan at an assigned formula rate of
35% and otherwise based upon current eligibility requirements and subject to
the terms and conditions of such plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end of the
initial Term or prior to the end of any subsequent renewal Term, as the case
may be, (a) by Xxxxxxxx without Good Cause or (b) by Employee for Good
Reason, then upon the negotiation and execution of a mutually acceptable
settlement and release agreement by Xxxxxxxx and Employee, in addition to any
accrued salary and other payments owed to Employee under Angelica's other
benefit plans and policies, Xxxxxxxx shall pay Employee an amount equal to
Employee's then-current Annual Base Salary. Said amount shall be paid in
equal, semi-monthly payments, less applicable taxes, withholdings and
standard deductions. In the case of a termination of Employee's employment
with Xxxxxxxx not in connection with a Triggering Transaction for any reason
other than as stated in this Section 4.1 above, Employee shall be entitled
only to accrued salary and other payments owed to Employee under Angelica's
other benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within two
years after the Triggering Transaction Date (i) Xxxxxxxx shall terminate
Employee's employment with Xxxxxxxx without Good Cause, or (ii) Employee
shall terminate employment with Xxxxxxxx for Good Reason, or, alternatively,
(b) if one of the above-described terminations of employment occurs within
the six-month period prior to the earlier of
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(i) a Triggering Transaction or (ii) the execution of a definitive agreement
or contract that eventually results in a Triggering Transaction, then, in
addition to any accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies, Xxxxxxxx shall pay to Employee
an amount equal to 2.99 times Employee's then-current Annual Base Salary, in
a lump-sum payment, after either (y) the Date of Termination, in the case
where the sequence of the requisite events is as set forth in subsection (a)
above or (z) the Triggering Transaction Date, in the case where the sequence
of the requisite events occurred as set forth in subsection (b) above (the
relevant date for purposes of entitlement to the benefits set forth in this
Section 4.2 is hereinafter referred to as the "Entitlement Date"). In
addition, at the Entitlement Date, to the extent not otherwise provided for
under the terms of Angelica's stock option plans or Employee's stock option
agreements, all stock options held by Employee that have not expired in
accordance with their respective terms shall vest and become fully
exercisable. In the case of any termination of Employee's employment with
Xxxxxxxx in connection with a Triggering Transaction for any reason other
than as stated in this Section 4.2 above, Employee shall be entitled only to
accrued salary and other payments owed to Employee under Angelica's other
benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the period
beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Xxxxxxxx or by mutual agreement, Employee shall not, either for
himself or on behalf of any person, firm or corporation (whether for profit
or otherwise) engage in any form of competition with Xxxxxxxx, directly or
indirectly, through any commercial venture, as a partner, officer, director,
stockholder, advisor, employee, consultant, agent, salesman, venturer or
otherwise, in the business conducted by Xxxxxxxx in the United States, Canada
or any other country in which Xxxxxxxx does business. This requirement,
however, will not limit Employee's right to invest in the capital stock or
other equity securities of any corporation, the stock or securities of which
are publicly owned or are regularly traded on any public securities exchange.
In addition, notwithstanding this Section 5.1, if Employee is terminated by
Xxxxxxxx without Good Cause or if Employee terminates his employment with
Xxxxxxxx for Good Reason, then Employee will not be subject to the
restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that during his
employment with Xxxxxxxx, he may develop or be exposed to confidential
information concerning Angelica's inventions, processes, methods and
confidential affairs, property of a proprietary nature and trade secrets of
Xxxxxxxx or its licensors or customers. Employee agrees that the maintenance
of the proprietary character of such information and property to the full
extent feasible is important and that for so long as any such confidential
information and trade secrets may remain confidential, secret or otherwise
wholly or partially protectable, either during or after Employee's Employment
Period, shall not use or divulge such confidential information or property
except as permitted or required by the duties of Employee's employment with
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Xxxxxxxx. Employee shall not remove any property of a proprietary nature from
Angelica's premises except as required by the duties of Employee's
employment. Employee shall return to Xxxxxxxx upon termination of his
employment with Xxxxxxxx, all models, drawings, photographs, writings,
records, papers or other properties produced by Employee or coming into his
possession by or through his employment with Xxxxxxxx.
5.3 NON-DIVERSION. During the Employment Period and for one year
after the Date of Termination, Employee shall not directly or indirectly or
by aid to others, do anything which could be expected to divert from Xxxxxxxx
any trade or business with any customer of Xxxxxxxx with whom Employee had
any contact or association during the one year immediately preceding the Date
of Termination.
5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the period
and areas of restriction following the Date of Termination, as set forth in
this Section 5, are reasonably required for the protection of Xxxxxxxx and
its business, as well as the continued protection of Angelica's employees. If
any one or more of the covenants, agreements or provisions contained herein
shall be held to be contrary to the policy of a specific law, though not
expressly prohibited, or against public policy, or shall for any other reason
whatsoever be held invalid, then such particular covenant, agreement or
provision shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions, and shall in no way affect
the validity of any of the other covenants, agreements and provisions hereof.
The parties hereto agree that in the event that either the length of time or
the geographic area set forth herein is deemed too restrictive in any court
proceeding, the court may reduce such restrictions to those which it deems
reasonable under the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law. In
the event of the breach of Employee's covenants as set forth in this Section
5 and Angelica's obtaining of injunctive relief, the period of restrictions
set forth herein shall commence from the date of the issuance of the order
which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes 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 delivered or mailed by certified
or registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses as set forth below; provided that all notices to
Xxxxxxxx shall be directed to the attention of the Chief Executive Officer of
Xxxxxxxx, or to such other address as one 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.
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Notice to Employee
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Xxxxxx X. Xxxx
00000 Xxxxx Xxxxxxx Xx.
Xxx Xxxxx, Xxxxxxxx 00000
Notice to Angelica
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Xxxxxxxx may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.
6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and inure
to the benefit of any successor of Xxxxxxxx and any such successor shall be
deemed to be substituted for Xxxxxxxx under the terms of this Agreement.
Xxxxxxxx shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Xxxxxxxx to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "Xxxxxxxx" shall mean Xxxxxxxx as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings, discussions
or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Chief Executive Officer
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