Ex. 10(24)
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of January 1, 1996 by and between Xxxx Xxx
Corporation, a Maryland corporation, with its principal place of business
at Three First National Plaza, Suite 4600, Chicago, Illinois 60602 U.S.A.
60602 ("Xxxx Xxx"), and F.L.V. Meysman, an individual whose principal
residence is at Xxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx
("Meysman").
INTRODUCTION
X. Xxxxxxx is a Senior Vice President of Xxxx Xxx. Meysman also serves as
Chairman of the Board of Management of Xxxx Xxx|DE N.V., an indirect,
wholly-owned subsidiary of Xxxx Xxx, incorporated in the Netherlands ("Xxxx
Xxx|DE") .
X. Xxxxxxx has agreed to continue to serve Xxxx Xxx and Xxxx Xxx|DE as a
Senior Vice President and as Chairman of Xxxx Xxx|DE's Board of Management,
respectively, in consideration for certain compensation and benefits.
X. Xxxxxxx has entered into a written employment agreement with Xxxx Xxx
dated November 9, 1994, providing for certain compensation and benefits to
Meysman in consideration for his services as Senior Vice President (the
"Employment Agreement").
X. Xxxxxxx has entered into a written employment agreement with Xxxx Xxx|DE
dated as of November 9, 1994, providing for certain compensation and benefits
related to his services as Chairman of the Board of Management of Xxxx Xxx|
DE (the "Xxxx Xxx|DE Employment Agreement").
X. Xxxxxxx and Xxxx Xxx desire to amend and restate the terms of the
Employment Agreement.
Now therefore, Xxxx Xxx and Meysman hereby agree to amend and restate the
Employment Agreement as follows:
1. EMPLOYMENT - DUTIES AND RESPONSIBILITIES
Subject to the terms and conditions of this Agreement, Xxxx Xxx agrees
to continue to employ Meysman in the capacity of Senior Vice President.
In consideration of the compensation and benefits provided for in this
Agreement, Meysman agrees to perform such services as may be requested
from time to time by Xxxx Xxx. Without limiting the foregoing, Meysman
agrees to assist with the ongoing design and development of Xxxx Xxx'x
corporate and business strategies, acquisition and divestment policies,
business planning, human resources policies, (cross divisional) management
development programs and corporate communications policies. In addition
Meysman agrees to (i) represent Xxxx Xxx externally and enhances investor
relations and (ii) contribute to and establish programs and policies to
optimize the financial results of the respective divisions and operating
companies of Xxxx Xxx. In undertaking the foregoing duties and
responsibilities, the parties acknowledge and agree that Meysman requires
to be in the U.S.A. for at least twenty days per year.
2. EMPLOYMENT AT WILL
The parties acknowledge and agree that Meysman shall hold his office as
a Senior Vice President of Xxxx Xxx at the pleasure of the Board of
Directors of Xxxx Xxx, and that consequently, Meysman is an "at will"
employee and this Agreement and his employment may be terminated by
Xxxx Xxx at any time without reason or cause.
3. ANNUAL SALARY
In consideration for the services rendered by Meysman to Xxxx Xxx,
during the term of this Agreement and commencing as of January 1, 1996
Xxxx Xxx shall pay Meysman an annual gross salary of NLG 178,000. Xxxx
Xxx shall evaluate Meysman's performance at least annually and may adjust
his annual gross salary as of January 1 of each succeeding year that
this Agreement remains in effect. Xxxx Xxx shall pay Meysman's salary,
after deducting or withholding all applicable payroll taxes and
premiums due in the U.S.A., paid in advance, in four quarterly
installments, on or about the last business day of December, March,
June and September. At Meysman's request, Xxxx Xxx will arrange for the
direct deposit (via wire transfer or other electronic delivery) of
Meysman' s quarterly annual salary payments to Meysman's bank or other
financial institution.
4. SHORT-TENM (ANNUAL) PERFORMANCE INCENTIVE PLAN
During the term of this Agreement, Meysman shall be entitled to
participate in the Xxxx Xxx Corporation Short-Term (Annual) Performance
Incentive Plan (the "Annual Plan") in accordance with the terms and
conditions of the Annual Plan. The Annual Plan currently provides for
the opportunity to earn additional compensation payable in cash (the
"Annual Bonus"). The potential amount of the Annual Bonus may be
related to the performance of operating businesses for which Meysman is
responsible, the performance of Xxxx Xxx Corporation in its entirety,
and the performance of Meysman in meeting certain individual
performance criteria.
Under the terms of the Annual Plan Meysman shall be eligible to earn an
incentive award, payable in cash, of up to 100% of his annual salary during
each fiscal year. The performance standards against which his award will be
determined shall be established at the beginning of each fiscal year during
the term of this Agreement by the Xxxx Xxx executive to whom Meysman reports
and the terms and provisions established for the Annual Plan by Xxxx Xxx'x
Board of Directors, or a committee thereof. Any award earned by Meysman under
the Annual Plan payable in cash shall be paid to Meysman at the same time as
awards under the Annual Plan are paid to other Xxxx Xxx executives.
5. FINANCIAL COUNSELING
During the term of this Agreement, Xxxx Xxx shall reimburse Meysman for
amounts paid by him related to his personal financial counseling in
accordance with the terms and conditions of the Xxxx Xxx Corporation
Personal Financial Counseling Program.
6. AGREEMENT WITH RESPECT TO CONFIDENTIAL INFORMATION
(a) NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Meysman agrees, during the term of employment and after employment,
to keep confidential all information relating to the business of Xxxx
Xxx which he learns or develops or has access to during the term of
this employment, excepting only such information as is already known to
the public, or becomes known to the public through no fault of Meysman,
and not to use (except in the ordinary course of his employment),
release, or disclose the same except with the prior written permission
of Xxxx Xxx.
As used in this Agreement, "confidential information" means any
information or compilation of information relating to the business of
Xxxx Xxx not publicly known or readily ascertainable by proper means.
It includes, but is not limited to, trade secrets, customer lists,
price lists, and information relating to products, technology,
research, development, manufacturing, purchasing, accounting,
engineering, marketing, merchandising and selling.
(b) XXXX XXX PROPERTY
Meysman agrees that all Xxxx Xxx property including records, files,
memoranda, reports, price lists, customer lists, plans, documents,
equipment and the like, relating to the business of Xxxx Xxx, which
Meysman shall use or prepare or come into contact with, shall be the
exclusive property of Xxxx Xxx. Xxxxxxx further agrees that, upon
request by Xxxx Xxx, and in any event upon termination of employment,
Meysman shall turn over to Xxxx Xxx such property in his possession or
under his control.
7. REMEDIES
Meysman agrees that this Agreement is intended to protect and
preserve legitimate business interests of Xxxx Xxx and that it will be
difficult, if not impossible, to compute the amount of loss and damage to
Xxxx Xxx if Meysman should breach his covenants under this Agreement. It is
further agreed that any breach or threatened breach of this Agreement may
render irreparable harm to Xxxx Xxx.
Accordingly, in the event of a breach or threatened breach by Meysman, Xxxx
Xxx shall have available to it all remedies provided by law or equity,
including, but not limited to, preliminary and permanent injunctive relief,
without the requirement to deliver or post security, to restrain Meysman from
violating this Agreement. Nothing herein shall be construed as prohibiting
Xxxx Xxx from pursuing any other remedies available to it. Notwithstanding
any legal remedies available to Xxxx Xxx as a result of a breach of this
Agreement, in the event of a breach by Meysman, Xxxx Xxx shall be entitled to
withhold and avoid payment of any money or other benefits due or to become
due under this or any other agreement between Meysman and Xxxx Xxx with the
exception of any basic compensation earned prior to termination.
8. TERMINATION AND SEVERANCE
In the event this Agreement is terminated by Xxxx Xxx, Xxxxxxx shall be
eligible for severance benefits subject to the terms and conditions of the
Xxxx Xxx Corporation Severance Policy for Corporate officers, as amended from
time to time (the "Policy"). The severance benefits, if any, payable under
the Policy shall be the sole and exclusive severance benefits payable to
Meysman.
9. OTHER TERMS AND CONDITIONS OF EMPLOYMENT
This Agreement shall not be deemed to amend or modify the terms and
conditions of the Xxxx Xxx|DE Agreement. The Xxxx Xxx|DE Agreement shall
remain in full force and effect in accordance with its provisions.
10. GOVERNING CONDITIONS
This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of
Illinois.
11. ENTIRE AGREEMENT/AMENDMENTS
This Agreement supersedes all existing agreements between the parties,
whether written or oral, including the Employment Agreement with respect to
Meysman's employment by Xxxx Xxx. No change, modification or amendment of
this Agreement shall be of any effect unless in writing and signed by Meysman
and Xxxx Xxx.
/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
XXXX XXX CORPORATION
/s/Xxxx X. Xxxx
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By: Xxxx X. Xxxx
Senior Vice President
Human Resources
