EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is made as of the 6th day
of December, 2000 ("EFFECTIVE DATE"), by and between FALCON PRODUCTS, INC.,
a Delaware corporation ("EMPLOYER"), and XXXXX X. XXXXXX ("EXECUTIVE").
WHEREAS, Employer, through its Board of Directors (the "BOARD"),
considers the maintenance of a competent and experienced executive
management team to be essential to the long-term success of Employer;
WHEREAS, in this regard, Employer has determined that it is in
Employer's best interest that Executive serve as the President and Chief
Operating Officer of Employer, pursuant to a written employment agreement;
and
WHEREAS, Employer and Executive have agreed that this Agreement
shall set forth the terms and conditions of Executive's employment by
Employer;
NOW, THEREFORE, in furtherance of the interests described above and
in consideration of the respective mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. SERVICES
Employer agrees to employ Executive and Executive hereby accepts
such employment, in accordance with the terms of this Agreement. So long as
this Agreement shall continue in effect, Executive shall devote Executive's
entire working time and attention to the business, affairs and interests of
Employer, shall use Executive's best efforts and abilities to promote
Employer's interests and shall perform the services contemplated by this
Agreement in accordance with policies established by and under the direction
of the Board. Nothing contained in this Paragraph 1, however, shall prevent
Executive from engaging in additional activities in connection with personal
investments and community affairs provided that such additional activities
are not inconsistent with, and do not interfere with Executive's duties and
obligations under this Agreement.
2. TERM OF EMPLOYMENT
Employment of Executive pursuant to this Agreement shall be for a
period commencing on the date hereof and ending on December 31, 2001 (the
"INITIAL PERIOD"), unless such employment is earlier terminated as provided
in Paragraph 5 of this Agreement. At the end of the Initial Period, this
Agreement will extend until terminated by either party for any of the
reasons set forth in Paragraph 5 of this
Agreement. The Initial Period and the extension provided herein shall be
referred to as the "TERM".
3. DUTIES AND RESPONSIBILITIES
Executive shall serve as President and Chief Operating Officer of
Employer for the duration of this Agreement. In the performance of
Executive's duties, Executive shall report directly to Employer's Chief
Executive Officer ("CEO") and shall be subject solely to the direction of
the CEO and to such reasonable limits on Executive's authority as the Board
may from time to time impose.
Executive agrees to observe and comply with the rules and
regulations of Employer respecting the performance of Executive's duties and
agrees to carry out and perform orders, directions and policies of Employer
as they may be, from time to time, stated in writing. Employer agrees that
the duties that may be assigned to Executive shall be reasonable, usual and
customary duties of the office or position to which Executive will from time
to time be appointed or elected and shall not be inconsistent with the
provisions of the charter documents of Employer or applicable law. Executive
shall have such corporate power and authority as shall reasonably be
required to enable Executive to perform the duties required in any office
that may be held.
Executive shall be based at the principal executive offices of
Employer, except for required travel on business.
4. COMPENSATION (the "COMPENSATION")
(a) Salary. Employer shall pay Executive an Annual Base Salary
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of $400,000 (the "ANNUAL BASE SALARY"), and shall withhold applicable tax
withholding, payable in accordance with Employer's regular payroll practices
in effect from time to time. The Annual Base Salary may be increased in the
sole discretion of the Board. Compensation of the Executive by Annual Base
Salary payments shall not prevent the Executive from participating in any other
compensation or benefit plan of the Employer in which the Executive is entitled
to participate, and participation in any such other compensation or benefit plan
shall not in any way limit or reduce the obligation of the Employer to pay the
Executive's Annual Base Salary hereunder.
(b) Incentive Compensation. Executive shall participate in
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Employer's executive bonus plan ("BONUS PLAN") as such plan may be amended
or implemented from time to time. Executive shall be eligible for a bonus of
up to 50% of the Annual Base Salary under the Bonus Plan, which bonus, if
any, shall be determined by the Compensation Committee of the Board on a
fiscal year basis based on the achievement of performance goals or other
such criteria as may be established by the Compensation Committee (the
"ANNUAL BONUS"). Upon establishment, the criteria shall be communicated to
Executive in writing within a
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reasonable time following the commencement of the fiscal year. The Annual
Bonus, if any, shall be paid to Executive at the same time as to other
senior executives and not later than ninety (90) days following the end of
the fiscal year ("PAYMENT DATE"). If no Bonus Plan is in effect, Executive
shall still be eligible for an Annual Bonus as set forth herein, on the
same basis as previously provided under the Bonus Plan. As used in this
Agreement, "PRO RATA ANNUAL BONUS" means the Annual Bonus paid or payable
by Employer to Executive for services rendered during the then immediately
preceding fiscal year times the number of calendar days prior to employment
termination in the current fiscal year divided by the number of calendar
days in the immediately preceding fiscal year.
(c) Stock Options. Upon execution of this Agreement, Employer
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shall grant to Executive stock options to purchase 500,000 shares of common
stock of Employer ("OPTIONS") in accordance with and pursuant to the Amended
and Restated 1991 Stock Option Plan (the "STOCK OPTION PLAN"). The Options
granted pursuant to this subparagraph (c) shall (i) be for a term of ten
years, (ii) vest to the extent of 125,000 shares per year, over the four (4)
year period commencing on the first anniversary of the date of grant, and
(iii) are intended to be incentive stock options ("ISO") under Internal
Revenue Code Section 422 to the extent permitted under said Section 422 (it
being understood and agreed that whether all or any portion of the options
qualifies as and/or remains an ISO shall have no effect upon the vesting or
exercisability thereof), subject to Employer obtaining the approval of its
stockholders at the next annual stockholders' meeting with respect to the
amendment to the Stock Option Plan to increase the number of shares issuable
pursuant to the exercise of options granted thereunder to cover, among other
things, the Options granted hereunder. Each Option shall immediately vest
upon a "Change in Control" (as defined below).
(d) Other Benefits. In addition to the compensation provided for
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in subparagraphs (a), (b), and (c) above, during the term of his employment
under this Agreement, Executive shall be eligible:
(1) To participate in any and all group pension benefit
programs or stock programs (other than stock programs designed for
specific employees not including Executive) of Employer now or
hereafter in effect and open to participation by qualifying employees,
including senior executives, of Employer generally, all at levels
commensurate with Executive's position, including but not limited to,
participation in any qualified pension, profit sharing, 401(k) or
stock option plans;
(2) To participate in any comprehensive group medical plan and/or
other group welfare benefit plans provided by Employer, to the extent
allowed by the terms of such plans, all at levels commensurate with
Executive's position;
(3) For reimbursement of all reasonable and necessary business
expenses incurred by Executive in performing his duties hereunder,
subject to
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Executive submitting appropriate vouchers in accordance with Employer's
then effective policy;
(4) For four weeks fully paid vacation during each calendar year,
in accordance with Employer's vacation policies, and sick or personal
leave in accordance with the policies adopted by Employer, as from
time-to-time amended; and
(5) To participate in and receive all rights and benefits under
any other plan or benefit that Employer may provide for Executive or
(provided Executive is eligible to participate therein) for executive
officers of Employer, as from time to time in effect, during the term
of this Agreement.
5. TERMINATION OF EMPLOYMENT
(a) Termination by Employer. Notwithstanding any provision
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contained in this Agreement to the contrary, Employer shall be entitled to
terminate Executive's employment hereunder (except that termination under
Paragraph 5(a)(1) shall occur automatically) upon the occurrence of the
following:
(1) The death of Executive; or
(2) If, as a result of incapacity due to physical or mental
illness or injury, Executive shall have been absent or unable to
perform the essential functions of his position hereunder with
reasonable accommodation for three (3) months within any twelve (12)
month period, then thirty (30) days after the date of written notice,
provided Executive is unable to resume his full-time duties with
reasonable accommodation at the conclusion of such notice period; or
(3) "FOR CAUSE," which, as used in this Agreement, means
(A) serious misconduct of Executive related to Employer's business;
(B) any conviction or admission of a crime by Executive (other than
minor traffic violations); (C) chronic absences from work by Executive
other than on account of illness, injury or other reasonable basis; or
(D) any material breach by Executive of this Agreement (including,
without limitation, Paragraphs 7 through 10 hereof) or the failure by
Executive to perform such duties as are assigned to Executive by the
Board in accordance with Paragraph 2 hereof other than on account of
illness, injury or other reasonable basis; provided that the reasons
described in clauses (C) and (D) shall constitute For Cause only
upon Executive's failure to correct such behavior within fifteen (15)
days following written notice from Employer that includes a description
of such failure(s), but Executive shall only be entitled to one cure
period; or
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(4) On or after January 1, 2002, upon the giving of at least
thirty (30) days' written notice of such termination of Executive's
employment by Employer, for any reason whatsoever.
(b) Termination by Executive. Notwithstanding any provision
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contained in this Agreement to the contrary, Executive shall be entitled to
terminate this Agreement upon occurrence of the following:
(1) On or after January 1, 2002, upon the giving of at least
thirty (30) days' written notice of such termination of Executive's
employment by Executive; provided, however, that upon receipt of such
written notice, Employer shall have the option of immediately relieving
Executive of his position and continuing to pay Executive the pro rata
portion of his Annual Base Salary for the thirty (30) day notice
period; or
(2) Receipt by Employer of written notice of termination of
Executive's employment by Executive and a written statement from a
qualified medical doctor indicating that Executive's health has become
impaired to an extent that makes the continued performance of his
duties hereunder likely to be hazardous to his physical or mental
health or his life, provided, that, at Employer's request made within
thirty (30) days of the delivery date of such written statement,
Executive shall submit to an examination by a doctor selected by
Employer and such doctor shall have concurred in the conclusion of
Executive's doctor. Any such notice from Executive shall be effective
thirty (30) days after delivery thereof to Employer; provided, however,
that upon receipt of such written notice, Employer shall have the
option of immediately relieving Executive of his position and
continuing to pay Executive the pro rata portion of his Annual Base
Salary for the thirty (30) day notice period;
(3) "FOR GOOD REASON." For purposes of this Agreement, the term
"Good Reason" shall mean the occurrence of any of the following: (i)
any action by the Employer which results in a significant reduction in
Executive's position, authority or duties responsibilities, including
for this purpose any material change in Executive's employment
location; (ii) any reduction in the compensation payable to Executive
not agreed to in writing by Executive; and (iii) the material breach of
any of the Company's obligations under this Agreement without
Executive's expressed written consent; or
(4) A Change in Control (as defined below) of Employer occurs and
Executive gives written notice of his intent to resign within three
(3) months of the effective date of such Change in Control (and a
termination as set forth in this Paragraph (b)(4) shall be deemed to
be "FOR GOOD REASON").
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"CHANGE IN CONTROL" shall mean:
(i) the acquisition, direct or indirect, by any individual,
corporation, partnership, trust, or other entity (each, a
"PERSON"), or group of Persons acting in concert following the date
of this Agreement which results in such Person(s) becoming the
"beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of more than twenty percent (20%)
of the combined voting power of all then outstanding voting
securities entitled to vote generally in the election of directors
("VOTING SECURITIES") of Employer, provided that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from Employer or any subsidiary of Employer,
(B) any acquisition by Employer, (C) any acquisition by any
employee benefit plan or related trust sponsored or maintained by
Employer or any affiliate, and (D) any acquisition pursuant to a
transaction in which immediately following such transaction the
conditions described in clauses (A) and (B) of part (iii) of this
definition are satisfied; or
(ii) a change in the composition of the Board, as a result of which
fewer than one-half of the incumbent directors are directors who
either: (A) were directors on the Board at the Effective Date; (B) had
been directors of Employer twenty-four (24) months prior to such
change; or (C) were appointed, or nominated for election, to the Board
with the affirmative votes of at least a majority of the directors who
either are described under clause (A) or (B) (collectively, the
"INCUMBENT BOARD"); or
(iii) the approval by the stockholders of Employer of a
reorganization, merger, or consolidation (each, a "TRANSACTION")
unless, in each case, following such Transaction (A) all or
substantially all of the beneficial owners of the combined voting power
of all outstanding Voting Securities of Employer immediately prior to
such Transaction beneficially own, directly or indirectly, more than
fifty percent (50%) of the combined voting power of all outstanding
Voting Securities of the corporation resulting from such Transaction
("RESULTING CORPORATION") in substantially the same proportions as
their ownership immediately prior to such Transaction; and (B) at least
a majority of the directors of the Resulting Corporation were members
of the Incumbent Board at the time of the execution of the initial
agreement providing for such Transaction; or
(iv) the approval by the stockholders of Employer of (A) a complete
liquidation or dissolution of Employer or (B) the disposition of
substantially all of the assets of Employer other than to a corporation
with respect to which all of the following are true following such
disposition: (I) more than 50% of the combined voting power of all
outstanding Voting Securities of such corporation ("NEW VOTING
SECURITIES") is then owned beneficially, directly or indirectly, by
substantially all of the beneficial owners of the combined voting power
of all outstanding Voting Securities of Employer in substantially the
same proportions as their ownership of such securities of Employer
immediately prior thereto; and (II) at least a majority of the
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directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action providing
for such disposition.
(c) Termination Date. Termination pursuant to Paragraph 5(a)(1)
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shall be effective immediately upon Executive's death. Termination pursuant to
Paragraph 5(a)(2) shall be effective thirty days (30) after the date of written
notice. Termination For Cause shall be effective immediately upon delivery by
Executive of written notice of Employer. Termination pursuant to Paragraph
5(a)(4) shall be effective thirty days (30) after the date of written notice.
Termination pursuant to Paragraph 5(b) shall be effective thirty (30) days after
receipt by Employer of Executive's written notice except that notice provided
in connection with a termination For Good Reason shall be effective immediately
upon receipt unless otherwise mutually agreed by the parties in writing at the
time of such notice. Each of the effective dates described in this Paragraph
5(c) shall constitute the "TERMINATION DATE".
6. COMPENSATION AFTER TERMINATION
(a) Termination Pursuant to Paragraph 5(a)(1)-(2) and 5(b)(2).
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In the event of a termination pursuant to Paragraph 5(a)(1), 5(a)(2), or
5(b)(2), within thirty (30) days of such termination, Employer shall pay to
Executive or his legal representatives all amounts due for accrued, unpaid
Annual Base Salary, Annual Bonus earned by Executive for the then most recently
completed fiscal year preceding the fiscal year in which such termination occurs
(to the extent not paid), vacation pay, expense reimbursement, and other
Compensation including a Pro Rata Annual Bonus up to the Termination Date.
Except as otherwise set forth in this paragraph, Employer shall have no further
obligation to pay Compensation or post-termination Compensation to Executive
after the Termination Date. Employer and Executive shall continue to have all
other rights available hereunder (including, without limitation, all rights
under Paragraphs 7 through 10 of this Agreement) at law or in equity.
(b) Termination Pursuant to Paragraph 5(b)(1) or For Cause. In
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the event of Executive's voluntary termination of his employment hereunder,
whether or not pursuant to Paragraph 5(b)(1), or termination of the Executive's
employment hereunder For Cause, Employer shall pay Executive all accrued, unpaid
Annual Base Salary, Annual Bonus earned by Executive for the then most recently
completed fiscal year preceding the fiscal year in which such termination occurs
(to the extent not paid), vacation pay, expense reimbursement, and other
Compensation (except Pro Rata Annual Bonus) up to the Termination Date.
Employer shall have no further obligation to Executive to pay Compensation or
post-termination Compensation after the Termination Date and Executive shall
forfeit all unvested Options. Employer and Executive shall continue to have all
other rights available hereunder (including, without limitation, all rights
under Paragraphs 7 through 10 of this Agreement) at law or in equity.
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(c) Termination Pursuant to Paragraph 5(a)(4) or For Good Reason.
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In the event of a termination pursuant to Paragraph 5(a)(4) or for Good
Reason, Employer shall pay Executive all accrued, unpaid Annual Base Salary,
Annual Bonus earned by Executive for the then most recently completed fiscal
year preceding the fiscal year in which such termination occurs (to the
extent not paid), vacation pay, expense reimbursement and other Compensation
(except Pro Rata Annual Bonus) up to the Termination Date, together with a
severance payment ("SEVERANCE PAYMENT") in the amount of One Hundred Percent
(100%) of his then Annual Base Salary, less applicable tax withholding,
payable in equal monthly installments on the last day of each of the twelve
months following the Termination Date; provided that, such obligation to
make such payments shall immediately terminate upon Executive securing other
full-time employment prior to the expiration of such twelve month period.
Executive hereby covenants and agrees to immediately notify Employer of his
securing such other employment. Notwithstanding the foregoing, if
Executive's termination occurs during the Initial Period or pursuant to
Paragraph 5(b)(4), the Severance Payment obligation of Employer pursuant to
this subparagraph (c) shall not be reduced regardless of whether or not
Executive secures other employment. Employer shall have no further
obligation to pay Compensation or post-termination Compensation to
Executive, except as otherwise set forth in this paragraph. Employer and
Executive shall continue to have all other rights available hereunder
(including, without limitation, all rights under Paragraphs 7 through 10 of
this Agreement) at law or in equity.
7. NON-SOLICITATION OF EMPLOYEES
Other than in the performance of his duties hereunder, during the
Term and for a period of two years thereafter, Executive shall not directly
or indirectly, or by assisting any other person or entity attempt to
solicit, recruit, hire away, or cause to be hired away any individual who is
then employed by Employer or had been employed by Employer any time during
the preceding twenty-four (24) months.
8. CONFIDENTIAL INFORMATION
Executive recognizes and acknowledges that Employer has developed
and will develop, and has disclosed or will disclose to Executive certain
proprietary information relating to Employer's business that gives Employer
a competitive advantage over those in its business who do not have such
information and for which it has taken reasonable efforts to maintain the
secrecy thereof including, but not limited to, any written business plan or
marketing plan as revised from time to time ("CONFIDENTIAL INFORMATION").
Executive will not, during or after the Term, disclose such Confidential
Information to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever other than on behalf of Employer in the
ordinary course of its business, nor shall Executive make use of any such
Confidential Information for his own purposes or for the benefit of any
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person, firm, corporation or other entity (except Employer) under any
circumstances during or after the Term. As used herein, Confidential
Information does not include any information that (a) was known to Executive
prior to the Effective Date, free of any obligation of confidentiality;
(b) is in the public domain or generally known to those in the business at
the time of disclosure or thereafter becomes part of the public domain or
generally known to those in the business through no fault of Executive;
or (c) is required to be disclosed by law or regulation or judicial decree;
provided, however, that Executive shall disclose Confidential Information
only to the extent required and shall, to the extent practicable, give
Employer prior written notice of any such disclosure required by law and
shall reasonably cooperate with Employer in obtaining a protective order or
such similar protection as Employer may deem appropriate at Employer's sole
expense. Executive acknowledges and agrees that all memoranda, books,
papers, letters, formulae, software and other data, and all copies thereof
in whatever form, that embody or contain Confidential Information, whether
made by him or otherwise coming into his possession, are owned exclusively
by the Employer (other than any memoranda, books, papers, letters, formulae,
software and data purchased or licensed from third parties) and on
termination of his employment, or on demand of the Employer, at any time, to
deliver the same (whether owned, developed, licensed, or purchased by
Employer) to the Employer.
9. ASSIGNMENT OF INVENTIONS
If Executive individually or jointly made or conceived of any
invention, technique, process, or other know-how, whether patentable or not,
in the course of performing services for Employer (collectively
"INVENTIONS"), Executive agrees to assign to Employer Executive's entire
right, title and interest in any such inventions. Executive further agrees
to promptly disclose any such inventions to Employer and will, upon request,
promptly sign a specific assignment of title to Employer and assist in any
way reasonably necessary to enable Employer to secure patent, trade secret
or any other proprietary rights in the United States or foreign countries.
10. REMEDIES FOR ENFORCEMENT OF RESTRICTIVE COVENANTS
(a) Blue-Pencil. If any court of competent jurisdiction shall
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deem any provision in Paragraphs 7 through 9 of this Agreement (collectively,
"RESTRICTIVE COVENANTS") or any application of any such Restrictive Covenant
too restrictive or void for any reason, the other provisions of the Restrictive
Covenants shall stand, and the court shall modify the Restrictive Covenants to
the point of greatest restriction permissible by law.
(b) Remedies. Executive and Employer agree that the Restrictive
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Covenants are reasonable and necessary to protect the legitimate business
interests of Employer and that in the event of any breach of any of them by
Executive, Employer will have no adequate remedy at law and will suffer
irreparable damages not precisely
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measurable in money. Consequently, Executive agrees and acknowledges that any
breach or threatened breach of any or all of the Restrictive Covenants will
furnish a basis for Employer to obtain a restraining order and a temporary
and permanent injunction to arrest or prevent such breach, without waiving
any right to damages for any breach which may occur and without the requirement
of posting bond or other security.
11. EXECUTIVE ASSISTANCE
Both during and after Executive's employment with Employer,
Executive shall, upon reasonable notice, furnish Employer with such
information as may be in Executive's possession or control, and cooperate
with Employer, as Employer may reasonably request (with due consideration to
Executive's business activities and obligations after the Term), in
connection with any litigation, claim, or other dispute in which Employer or
any of its affiliates is or may become a party (other than any litigation in
which Executive's interests conflict with or are adverse to Employer's
interests). Employer shall reimburse Executive for all reasonable
out-of-pocket expenses incurred by Executive in fulfilling Executive's
obligations under this Paragraph.
12. ARBITRATION
Unless otherwise indicated, any dispute arising out of the terms
and conditions of this Agreement shall be settled by arbitration in St.
Louis, Missouri, in accordance with the rules of the American Arbitration
Association then in effect.
13. SUCCESSORS AND ASSIGNS; ASSUMPTION BY SUCCESSORS
This Agreement may not be assigned by any party hereto; provided
that Employer may assign this Agreement in connection with a Change of
Control transaction, to the surviving corporation or purchaser as the case
may be, so long as such entity assumes and pays Employer's obligations
hereunder.
14. NOTICES
All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when
(a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as
a party may designate by notice to the other parties):
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If to Employer: Falcon Products, Inc.
0000 Xxxxxxx Xxxxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
Telephone No: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to: Gallop, Xxxxxxx & Xxxxxx, X.X.
Suite 1600
000 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to Executive: Xxxxx X. Xxxxxx
--------------------------------
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Telephone No.: (314)
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Facsimile No.: (314)
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with a copy to: Xxxxxxxx Xxxxxx, L.L.P.
Xxx Xxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
15. INVALIDITY/WAIVER OF BREACH
The invalidity or unenforceability of any provision or application
of this Agreement shall not affect the validity or enforceability of any
other provisions or applications, which shall remain in full force and
effect. Waiver by any party of a breach of any provision or application of
this Agreement shall not operate as or be construed as a waiver by such
party of any subsequent breach hereof.
16. ENTIRE AGREEMENT; WRITTEN MODIFICATION
This Agreement contains the entire agreement between the parties
concerning the employment of Executive by Employer. No modification,
amendment or waiver of any provision hereof shall be effective unless in
writing and signed by the party against whom such provision as modified or
amended or such waiver is sought to be enforced. This Agreement may be
executed in multiple originals.
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17. GOVERNING LAW
Except as otherwise expressly provided herein with respect to
indemnification, this Agreement is governed by and is to be construed and
enforced in accordance with the laws of the State of Missouri, without
regard to conflicts of laws principles.
IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Employment Agreement as of the day and year first above
written.
FALCON PRODUCTS, INC.
By:
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Name:
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Title:
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EXECUTIVE
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Xxxxx X. Xxxxxx
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