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Exhibit 10.19
December 18, 1997
Xx. Xxxxx Xxxxx
President
Xxxxx Panel Systems
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
RE: EMPLOYMENT AGREEMENT
Dear Xxxxx:
1. This letter confirms your employment by Xxxxx Panel Systems, a
wholly-owned subsidiary of SCOTSMAN GROUP, INC. ("the Company") as
President, Xxxxx Panel Systems. In that capacity you are entitled to
the following:
a. An annual salary of $135,000;
b. Benefits as described in, and in accordance with, the
Company's benefit plans; and
c. An annual par bonus equal to 35% of your annual salary. The
amount of bonus that you actually receive, if any, will depend
on the achievement of your divisional, corporate and
individual goals.
2. During your employment with the Company, you will devote your full time
and energies to the faithful and diligent performance of the duties
inherent in, and implied by, your executive position.
3. In consideration of your having accepted employment with the Company,
it is mutually agreed that:
a. In the event your employment with the Company is terminated by
the Company during the period covered by this agreement for
any reason other than:
i. willful and deliberate misconduct; or
ii. inability, for reasons of disability, reasonably to
perform your duties for 6 consecutive calendar
months; or
b. In the event you resign your position with the Company during
the period covered by this agreement because:
i. you are assigned to a position of lesser rank or
status; or
ii. your annual salary, annual par bonus or your benefits
are reduced; or
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Xx. Xxxxx Xxxxx
December 18, 1997 - Page 2
iii. you are reassigned to a geographical area more than
50 miles from your present residence; or
the Company shall be required, and hereby agrees, to continue paying
your then annual salary, to pay your then annual bonus at par level and
to provide all pension, profit sharing, deferred compensation, medical
and life insurance benefits under the Company's benefit plans, or the
economic equivalent thereof, for a period of twelve (12) months from
the date of such termination or resignation provided, however, that any
amount paid or benefit provided by the Company, pursuant to Section 3
of the Executive Severance Agreement shall be in lieu of any amount
paid or benefit received under this paragraph C. If, pursuant to the
terms of a benefit plan, a benefit would be earned or accrued during
such 12 month period but would be payable on a deferred basis (were you
to be employed during such 12 month period) the benefit similarly shall
be deferred hereunder; provided, however, that the Company reserves the
right to pay the present value of such benefit to you in cash at the
end of such 12 month period.
4. You are not required to mitigate the amount of any payments to be made
by the Company pursuant to this Agreement by seeking other employment,
or otherwise, nor shall the amount of any payments provided for in this
Agreement be reduced by any compensation earned by you as the result of
self- employment or your employment by another employer after the date
of termination of your employment with the Company.
5. If a dispute arises regarding the termination of your employment or the
interpretation or enforcement of this Agreement and you obtain a final
judgement in your favor from a court of competent jurisdiction from
which no appeal may be taken, whether because the time to do so has
expired or otherwise, or your claim is settled by the Company prior to
the rendering of such a judgement, all reasonable legal and other
professional fees and expenses incurred by you in contesting or
disputing any such termination or in seeking to obtain or enforce any
right or benefit provided for in this Agreement or in otherwise
pursuing your claim will be promptly paid by the Company with interest
thereon at the highest statutory rate of your state of domicile for
interest on judgements against private parties from the date of payment
thereof by you to the date of reimbursement to you by the Company.
6. This agreement shall commence on December 18, 1997 and will continue in
effect for one full calendar year, the last day which shall be December
17, 1 998. However, at the end of such year and, if extended, at the
end of each additional year thereafter, the term of this Agreement
shall be extended automatically for one additional year, unless the
Compensation Committee of the Board of Directors delivers written
notice three months prior to the end of such term, or extended term, to
you, that this Agreement will not be extended. In such case, this
Agreement will terminate at the end of the term, or extended term, then
in progress.
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Xx. Xxxxx Xxxxx
December 18, 1997 - Page 3
If the foregoing terms and provisions are acceptable to you, please sign where
indicated on the enclosed copy of this Agreement and return it to me. We look
forward to your many contributions to the success of SCOTSMAN GROUP, INC.
Sincerely,
SCOTSMAN GROUP, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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ACCEPTED AND AGREED to the date first above set forth.
/s/ Xxxxx X. Xxxxx
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Employee
