EXHIBIT 10(n)
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT made and entered into as of this 2nd day
of June, 1997, by and between STANDEX INTERNATIONAL CORPORATION,
a Delaware corporation, with its principal office in Salem, New
Hampshire (hereinafter referred to as "Employer"), and
------------------ XXXXXX X. XXXXXXXX --------------------
of Milton, Massachusetts (hereinafter referred to as
"Executive").
WHEREAS, Employer is desirous of obtaining the services of
Executive as Chief Financial Officer when the present Chief
Financial Officer retires in June, 1998; and
WHEREAS, Executive is desirous of accepting such position;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive, and
Executive agrees to be so employed, commencing September 1, 1997
on a full-time basis, initially as Assistant to the President and
commencing July 1, 1998, as Chief Financial Officer or in such
other senior executive, managerial or supervisory capacity,
subject to the direction and control of the Chief Executive
Officer of Employer, said employment being upon the terms and
conditions herein set forth.
2. Term. The term of this Agreement shall be four years from
September 1, 1997 to August 31, 2001.
3. Best Efforts. Executive agrees, as long as this Agreement
is in effect, to devote his best efforts and his full time and
attention to the business of Employer and to the performance of
such executive, managerial and supervisory duties assigned to
him.
4. Non-Compete. Except as set forth in the third paragraph of
this Section 4, Executive shall not, as long as this Agreement is
in effect, engage in, or be interested in, in any active
capacity, any business other than that of Employer or any
affiliate, associate or subsidiary corporation of Employer.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
No provision contained in this Section 4 shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary of
$225,000. Such base salary shall be payable at least monthly and
shall be increased as determined (in its sole discretion) by
Employer.
Executive shall also be entitled to participate in the
Standex Executive Bonus Program and in such other benefit plans
and programs as are made available to executives of the Employer,
provided, however, Executive agrees that he will not be entitled
to participate in the Standex International Corporation
Retirement Plan. Executive shall be entitled to use an
automobile furnished at the expense of Employer in accordance
with Employer's policy on this subject, as such policy shall be
revised from time to time.
6. Stock Options. The Employee agrees to grant the following
stock options to Executive:
A. Incentive Stock Options. In September, 1997, in January,
1998 and in January, 1999, the Employer will grant an amount of
incentive stock options to Executive determined by dividing the
applicable market price of Standex Common Stock on the New York
Stock Exchange into $100,000 and rounding that result down to the
nearest 100 shares. The above options will vest 50% at the end
of the first anniversary of the date of grant and 50% at the end
of the second anniversary. The terms of each of these options
will be five years.
B. Non-Statutory. In September, 1997, the Employer will grant
a non-statutory stock option to Executive covering 15,000 shares
of Standex Common Stock at an exercise price of $5.00 below the
market price of the stock at the time. Vesting on this option
will occur 1/3 on the first anniversary of the date of grant, 1/3
on the second anniversary and 1/3 on the third anniversary. The
term of the option will be ten years.
C. Option Grants in Accordance with Plan. All option grants
mentioned in A and B above shall be made under the provisions of
the Standex International Corporation 1994 Stock Option Plan.
7. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised or as otherwise
mutually agreed in writing, Executive will continue to receive
his full salary and fringe benefits during any period of illness
or other disability, regardless of duration.
C. Material Breach. In the event of a material breach of the
terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on
ninety days advance written notice, provided, however, that
termination by Employer for material breach following a change of
control, as defined in Section 15, shall be effective only upon
twelve (12) months prior written notice. Employer may remove
Executive from all duties and authority commencing on the first
day of any such notice period, however, payment of compensation
and participation in all benefits shall continue through the last
day of such notice period.
D. Termination for Convenience by Executive. At any time prior
to the commencement of the term of this Agreement as well as
during the term, the Executive may terminate this Agreement, for
any reason or for no reason, with at least ninety days advance
written notice to the Employer. Executive's base salary and
benefits shall be continued through his selected date of
termination.
E. Termination for Convenience by Employer. At any time prior
to the commencement of the term of this Agreement as well as
during the term, the Employer may terminate this Agreement, for
any reason or for no reason, with at least ninety days advance
written notice to Executive provided the Employer pays the
following severance to Executive (depending on when the
termination occurs):
(1) If the termination occurs prior to the commencement of the
term, one year's base pay shall be paid over the course of the
twelve months following termination;
(2) If the termination occurs after the commencement of the
term, but prior to August 31, 1998, the balance of the base pay
which Executive would have earned during the first year of this
Agreement (September 1st to August 31st) if he had not been
terminated will be paid to Executive over that period of time
plus one-half of one year's base pay will be paid over the course
of the following six months;
(3) If the termination occurs after August 31, 1998, one-half of
one year's base pay will be paid to Executive over the course of
the six months following the termination.
F. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
8. Notices. Any notice to be given pursuant to this Agreement
shall be sent by certified mail, postage prepaid, or by fax or
delivered in person to the parties at the following addresses or
at such other address as either party may from time to time in
writing designate:
To Executive: Xxxxxx X. Xxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
To Employer: Standex International Corporation
0 Xxxxx Xxxxxxx
Xxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
9. Invention and Trade Secret Agreement. Executive agrees that
he will execute an Invention and Trade Secret Agreement
simultaneously with the execution of this Agreement. That
Invention and Trade Secret Agreement shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
10. Specific Performance. It is acknowledged by both parties
that damages will be an inadequate remedy to Employer in the
event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy which Employer may have.
11. Survival. The obligations contained in Sections 4 and 10
shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
12. Covenants Severable. In the event that any covenant of this
Agreement shall be determined invalid or unenforceable and the
remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
13. Entire Agreement; Amendment. This Agreement supersedes any
employment understanding or agreement (except the Invention and
Trade Secret Agreement) which may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
14. Assignment. This Agreement is personal between Employer and
Executive and may not be assigned; provided, however, that
Employer shall have the absolute right at any time, or from time
to time, to sell or otherwise dispose of its assets or any part
thereof or to reconstitute the same into one or more subsidiary
corporations or divisions or to merge, consolidate or enter into
similar transactions. In the event of any such transaction, the
term "Employer" as used herein shall mean and include such
successor corporation.
15. Change of Control.
A. In the event of a change in control of Employer required to
be reported under Item 6(e) of Schedule 14A of Regulation 14A of
the Securities Exchange Act of 1934, Executive may terminate his
employment at any time if there is a change in his general area
of responsibility, title or place of employment, or if his salary
or benefits are lessened or diminished.
Following a change of control of Employer, any
termination of Executive's employment by Executive pursuant
to the immediately preceding sentence, then:
(i) Executive shall be promptly paid a lump sum payment equal to
his current annual base salary plus the amount of the most recent
annual bonus paid to him, if any; and
(ii) Executive shall become 100% vested in all options which
have been granted to him under the provisions of Section 6; and
(iii) All life insurance and medical plan benefits covering
the Executive shall be continued at the expense of Employer for
the one-year period following such termination.
16. Governing Law; Binding Nature of Agreement. This Agreement
shall be construed in accordance with the laws of the State of
New Hampshire and shall be binding upon and inure to the benefit
of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /S/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
Attest:
/S/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Assistant Secretary
/S/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Witness:
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