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EXHIBIT 10.22
EMPLOYMENT AGREEMENT
This agreement ("Agreement") is made and entered into as of the 6th of
September, 1996 ("Effective Date"), by and among Synthetic Industries, Inc.
("the Corporation") and Xxxxxx Xxxxxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Corporation has, since June 28, 1995 employed Executive as
the Chief Financial Officer; and
WHEREAS, both the Corporation and Executive (the "Parties") desire to
state certain terms and conditions of Executive's employment;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Parties agree as follows:
1. Employment.
The Corporation agrees to continue to employ Executive and Executive
agrees to continue to serve the Corporation upon the terms and conditions
hereinafter set forth.
2. Term.
Except as otherwise provided in Section 7 below, the term of employment
under this Agreement shall continue from the Effective Date for a period that
ends on the date that is the third anniversary of the Effective Date; provided,
however, that on the first day of the calendar month next following the first
anniversary of the Effective Date, and on the first day of each successive
month, such term of employment shall automatically be extended for successive
one month periods, providing a minimum remaining term of two years. Either
party may halt future extension by written notice, in which case such term of
employment shall be the term in effect when such written notice was given.
3. Duties and Extent of Services: Location of Principal Office.
During the term set forth in Section 2, above, the Corporation shall
employ Executive and Executive shall serve the Corporation as Chief Financial
Officer of the Corporation. During the period of his employment Executive
shall devote his full business time and attention to the business and affairs
of the Corporation. During such term, Executive's principal office shall be
located at 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx.
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4. Compensation.
(a) Basic Salary. During the term set forth in Section 2, above, the
Corporation shall pay Executive a basic salary, payable in accordance with the
Corporation's standard payroll practices, as follows: $125,000, per annum for
the period from the Effective Date through September 30, 1996 and $132,500, per
annum, thereafter. Executive's salary may be reviewed from time to time by the
Board, to increase the amount of such salary. Executive's salary shall not be
reduced during the term of this Agreement. Any increased salary shall become
Executive's basic salary for purposes of this Agreement.
(b) Annual Incentive. During the term set forth in Section 2, above,
Executive shall be eligible to participate in the Executive Incentive Plan, or
in such successor plan as may be adopted for the provision of annual incentive
compensation for senior executives (the "Annual Incentive Plan"). Executive
shall be entitled to an incentive payment applicable under the Annual Incentive
Plan if the Corporation meets its business plan for the year ("Making Plan").
(c) Stock Options. Executive shall have such rights to stock options
under either the Synthetic Industries, Inc. 1994 Stock Option Plan, the
Synthetic Industries, Inc. 1996 Stock Option Plan or any successor stock option
plan, or any combination of such plans (collectively, the "Option Plan") as
shall be set forth in any applicable stock option agreement.
5. Benefits.
During the term set forth in Section 2, above, and otherwise
as provided in this Agreement, Executive shall be eligible to participate in all
group life insurance, health insurance, disability insurance, survivor income
insurance and similar programs maintained by the Corporation and covering
executive employees. Participation in any retirement plans maintained by the
Corporation shall be as determined under the provisions of such plans.
6. Reimbursement for Expenses.
The Corporation shall reimburse Executive for all reasonable business
expenses incurred by him on behalf of the Corporation in the performance of his
duties hereunder, provided Executive shall account therefore in accordance with
the Corporation's business expense policies and procedures.
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7. Termination
Executive's employment may be terminated prior to the end of the term
described in Section 2 only as provided in this Section 7.
(a) Termination for Disability. If the Executive becomes unable to
substantially perform his duties due to permanent physical or mental disability,
as determined by a physician agreed upon by the Corporation and the Executive,
his employment pursuant to this Agreement shall terminate. In the event
Executive's employment is terminated on account of disability under this Section
7(a), Executive's rights to compensation and benefits shall be as follows:
(i) Executive (or in the event of his death, his estate) shall
be paid his basic salary at the rate in effect on the date of termination of
employment until the earlier of (A) the date six months following termination of
employment, or (B) the date of commencement of long term disability payments
under the Corporation's long term disability plan as then in effect.
(ii) Executive shall be entitled to any unpaid amount previously
fully accrued under the Annual Incentive Plan.
(iii) Executive's rights with respect to stock options, if any,
shall be determined under the Option Plan and any applicable stock option
agreement.
(iv) Executive shall be entitled to participate in any and all
benefit programs described in Section 5, above, during the period Executive is
continuing to receive salary pursuant to Clause (i), above.
(b) Termination on Executive's Death. In the event of termination of
employment by reason of the death of Executive, payment of compensation and
benefits shall be as set forth below. Payment shall be made to the executor or
administrator of Executive's estate, or, in the case of a payment made under a
written plan, to the person or persons who have been designated pursuant to the
terms of the plan to receive such payments.
(i) Executive's basic salary at the rate in effect on the date
of Executive's death shall be paid for a period of six months. Such salary may,
in the Corporation's discretion, be paid in lump-sum promptly following the date
of Executive's death.
(ii) Executive shall be entitled to any unpaid amount previously
fully
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accrued under the Annual Incentive Plan. In addition, Executive shall be
entitled to an incentive payment, in lieu of an incentive payment under the
Annual Incentive Plan for the plan year in which his employment terminates, in
an amount equal to the payment otherwise determined under the Annual Incentive
Plan, as if the Executive were employed by the Corporation to the end of the
year of his termination, multiplied by a fraction the numerator of which is the
number of weeks Executive was employed during such year, and the denominator of
which is 52.
(iii) Executive's rights with respect to stock options, if any,
shall be determined under the Option Plan and any applicable stock option
agreement.
(iv) Executive's rights under the benefit programs described in
Section 5, above, including the rights of Executive's dependents to participate
in such programs, if any, shall be as determined under such programs.
(c) Termination for Cause. The Corporation shall have the right to
terminate Executive's employment for "Cause." In the event Executive's
employment is terminated for Cause, Executive's rights to compensation and
benefits shall be as follows:
(i) Executive shall be paid his basic salary accrued through the
date of termination of employment.
(ii) Executive's rights with respect to stock options, if any,
shall be determined under the Option Plan and any applicable stock option
agreement.
(iii) Executive's rights to participate in benefit programs
described in Section 5, above, if any, shall be as determined under such
programs.
For purposes of this Subsection, "Cause" shall mean (1) Executive's
conviction of, or plea of, guilty or nolo contendere to a felony (unless
committed in the good faith belief that Executive's actions were in the best
interests of the Corporation and would not violate criminal law); or (2) gross
neglect or gross misconduct in the performance of Executive's duties. Executive
shall be given written notice that the Corporation intends to terminate his
employment for Cause under this Subsection. Such notice shall specify the
particular acts, or failures to act, that give rise to the decision to so
terminate employment.
In the case of termination for Cause under definition (1), Executive's
employment shall
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be terminated effective as of the date such notice is given, provided, however,
that Executive shall be given the opportunity to meet with the Board of
Directors of the Corporation within 30 days of the date such notice is given, to
be heard with regard to whether he, in good faith, believed that his actions or
inactions were both in the best interests of the Corporation and would not
violate criminal law.
In the case of termination for Cause under definition (2), Executive shall
be given the opportunity within 20 days of the receipt of such notice to meet
with the Board to defend such acts or failures to act. Executive shall be given
seven days after such meeting to correct any particular acts or failures to act,
and upon failure of Executive, within such seven day period, to correct such
acts or failures to act, Executive's employment by the Corporation shall be
terminated.
Termination on account of disability, as provided in Section 7(a), above,
shall not be considered a termination for Cause under this Section 7(c).
(d) Termination Without Cause.
(1) The Corporation shall have the right to terminate
Executive's employment without Cause as defined in Section 7(c), above. In the
event of a termination by the Corporation without Cause, other than (A)
following a Change in Control, as defined in Section 7(e), below, or (B) as
described in Subsection (2) below, Executive's rights to compensation and
benefits shall be as follows:
(i) Executive shall be paid his basic salary at the rate in
effect on the date of termination of employment for a period of two years from
the date of termination.
(ii) Executive shall be entitled to any unpaid amount previously
fully accrued under the Annual Incentive Plan. In addition, Executive shall be
entitled to an incentive payment, in lieu of an incentive payment under the
Annual Incentive Plan for the plan year in which his employment terminates, in
an amount equal to the payment otherwise determined under the Annual Incentive
Plan, as if the Executive were employed by the Corporation to the end of the
year of his termination, multiplied by a fraction the numerator of which is the
number of weeks Executive was employed during such year, and the denominator of
which is 52. In
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addition, in lieu of future payments under the Annual Incentive Plan, Executive
shall be entitled to a payment that equals the average of the incentive payments
received by Executive (or fully accrued by him) under the Annual Incentive Plan
for the three full plan years immediately preceding his termination of
employment.
(iii) Executive's rights with respect to stock options, if any,
shall be determined under the Option Plan and any applicable stock option
agreement.
(iv) To the extent allowable under applicable law, Executive
shall be entitled to participate in any and all benefit programs described in
Section 5, above, during the period Executive is continuing to receive salary
pursuant to Clause (i), above, provided that Executive's right to any such
benefit shall terminate on the date Executive becomes entitled to the same or
any similar benefit as a result of Executive's entering into subsequent
employment; any other rights in regard thereto, if any, shall be determined
under each of such programs, respectively. Executive agrees promptly to notify
the Corporation of any subsequent employment which may cause the cessation of
benefits under this Subsection.
Termination on account of disability, as provided in Section 7(a), above,
shall not be considered a termination without Cause under this Section 7(d).
(2) If Executive's employment is terminated by the Corporation
without Cause, as defined in Subsection (c) above, prior to the occurrence of a
Change in Control of the Corporation (as defined below), and if it can be shown
that Executive's termination (i) was at the direction or request of a third
party that had taken steps reasonably calculated to effect the Change in Control
of the Corporation thereafter, or (ii) otherwise occurred in connection with, or
in anticipation of, the Change in Control of the Corporation, then Executive
shall have the rights described in Section 7(e) below, as if a Change in Control
of the Corporation had occurred on the date immediately preceding such
termination.
(e) Termination Following a Change in Control.
(1) Definitions.
(A) "Act" means the Securities Exchange Act of 1934, as amended.
(B) "Affiliate of any specified persons" means any other person that,
directly
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or indirectly, through one or more intermediaries, controls, or is controlled
by, or is under direct or indirect common control with such specified person.
For the purposes of this definition, "control" means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
(C) "Annual Compensation" means the sum of:
(i) Executive's annual salary at the rate in effect on the date of a
termination of employment (or, in the event of a termination for Good Reason
below, the annual salary as in effect immediately before the actions giving rise
to Good Reason); plus
(ii) the greatest of the incentive payments under the Annual
Incentive Plan either paid or accrued in either the Year of the Change in
Control or the immediately preceding Year.
(D) "Base Amount" means an amount equal to Executive's Annualized
Includable Compensation for the Base Period as defined in Section 280G(d)(1) and
(2) of the Code (as hereinafter defined).
(E) "Change in Control" of the Corporation means a Change in Control of a
nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A promulgated under the Act or any successor
thereto, provided that without limiting the foregoing, a Change in Control of
the Corporation also shall be deemed to have occurred if:
(i) any "person" (as defined under Section 3(a)(9) of the Act) or
"group" of persons (as provided under Rule 13d-3 of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 or otherwise under the Act),
directly or indirectly (including as provided in Rule 13d-3(d)(1) of the Act),
of capital stock of the Corporation the holders of which are entitled to vote
for the election of directors ("voting stock") representing that percentage of
the Corporation's then outstanding voting stock (giving effect to the deemed
ownership of securities by such person or group, as provided in Rule 13d-3(d)(1)
of the Act, but not giving effect to any
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such deemed ownership of securities by another person or group) equal to or
greater than thirty-five percent (35%) of all such voting stock;
(ii) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof. Any person becoming a director subsequent to such date whose election,
or nomination for election, is, at any time, approved by a vote of at least a
majority of the directors comprising the Incumbent Board shall be considered as
though he were a member of the Incumbent Board;
(iii) the Corporation combines with another person or entity, whether
through a merger, asset sale, reorganization or otherwise, and (a) any person or
group of persons holds at any time after such combination, voting stock equal to
or greater than thirty-five percent (35%) determined by reference to the voting
securities of the surviving entity, or (b) the Corporation's directors, as of
the date immediately before such combination, constitute less than a majority of
the Board of Directors of the combined entity.
(F) "Code" means the Internal Revenue Code of 1986, including any
amendments thereto.
(G) "Good Reason" means:
(i) any breach of this Agreement by the Corporation, including
without limitation (a) any reduction during the employment period in the amount
of Executive's base salary or aggregate benefits as in effect from time to time,
(b) failure to provide Executive with the same fringe benefits that were
provided to Executive immediately prior to a Change in Control of the
Corporation, or with a package of fringe benefits (including paid vacations)
that, though one or more of such benefits may vary from those in effect
immediately prior to such a Change in Control, is substantially comparable in
all material respects to such fringe benefits taken as a whole, or (c) any other
breach by the Corporation of its obligations to pay compensation under this
Agreement;
(ii) without Executive's express written consent, the assignment to
Executive of any duties which are materially inconsistent with Executive's
positions, duties,
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responsibilities and status immediately prior to the Change in Control of the
Corporation, a material change in Executive's reporting responsibilities, titles
or offices as an employee and as in effect immediately prior to the Change in
Control, or a significant reduction in Executive's title, duties or
responsibilities, or in the level of his support services;
(iii) the relocation of Executive's principal place of employment,
without Executive's written consent, to a location outside the same metropolitan
area in which Executive was employed at the time of such Change in Control, or
the imposition of any requirement that Executive spend more than 90 business
days per year at a location other than such principal place of employment;
(iv) any purported termination of Executive's employment for Cause,
Disability or Retirement which is not effected pursuant to a Notice of
Termination satisfying the requirements defined below;
Upon the occurrence of any of the events described in (i), (ii),
(iii), or (iv) above, Executive shall give the Corporation written notice that
such event constitutes Good Reason, and the Corporation shall thereafter have 30
days in which to cure. If the Corporation has not cured in that time, the event
shall constitute Good Reason.
(H) "Notice of Termination" means a notice which shall indicate the
specific termination provision relied upon in this Agreement and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so
indicated.
(I) "Person or Group" means a "person" or "group," as defined in the
definition of "Change in Control" above.
(J) "Year" means a calendar year unless otherwise specifically provided.
(2) Payments for Termination Following Change in Control. If, following a
Change in Control, Executive's employment with the Corporation is terminated by
the Corporation other than for Cause, or by Executive for Good Reason, then:
(A) Executive shall be entitled to all compensation and benefits accrued
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through the date of termination of employment;
(B) Executive shall receive from the Corporation, no less than ten days
following termination of his employment, a lump sum payment (the "Termination
Payment") equal to two times Executive's Annual Compensation;
(C) Executive shall be entitled to any unpaid amount previously fully
accrued under the Annual Incentive Plan. In addition, in lieu of future
payments under the Annual Incentive Plan, Executive shall be entitled to a
payment that equals the average of the incentive payments received by Executive
(or fully accrued by him) under the Annual Incentive Plan for the three plan
years immediately preceding his termination of employment.
(D) Executive's rights, if any, to supplemental pension shall be fully
vested; and
(E) Executive shall continue to be covered at the expense of the
Corporation by the same or equivalent hospital, medical, dental, accident,
disability and life insurance coverage as in effect for Executive immediately
prior to termination of his employment, until the earlier of (i) 18 months
following termination of employment, or (ii) the date Executive has commenced
new employment and has thereby become eligible for comparable benefits.
(3) Vesting of Options upon Change in Control. In the event of a Change in
Control, whether or not Executive's employment continues with the Corporation,
all options under the Option Plan shall immediately vest on the date of the
Change in Control.
(4) Certain Supplemental Payments by the Corporation.
(A) In the event Executive's employment is terminated pursuant to this
Subsection, and if in connection therewith it is determined that (i) part or all
of the compensation and benefits to be paid to Executive constitute "parachute
payments" under Section 280G of the Code, and (ii) the payment thereof will
cause Executive to incur excise tax under Section 4999 of the Code, the
Corporation, on or before the date for payment of such excise tax, shall pay
Executive, in lump sum, an amount (the "Gross-Up Amount") such that, after
payment of all federal, state and local income tax and any additional excise tax
under Section 4999 of the Code
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in respect of the Gross-Up Amount payment, Executive will be fully reimbursed
for the amount of such excise tax.
(B) The determination of the Parachute Amount, the Base Amount and the
Gross-Up Amount, as well as any other calculations necessary to implement this
Subsection shall be made by a nationally recognized accounting or benefits
consulting firm ("Consultant") selected by Executive and reasonably satisfactory
to the Corporation and which has not performed services, other than minor
indirect or incidental services, for either the Corporation or Executive for
three years prior to the date the Consultant is retained for this purpose. The
Consultant's fee shall be paid by the Corporation.
(C) As promptly as practicable following such determination and the
elections hereunder, the Corporation shall pay to or distribute to or for the
benefit of the Executive such amounts as are then due to Executive under this
Agreement and shall promptly pay to or distribute for the benefit of Executive
in the future such amounts as become due to Executive under this Agreement.
(D) Notwithstanding anything herein to the contrary, in the event that any
payment received or to be received by Executive in connection with a Change in
Control of the Corporation or the termination of Executive's employment (whether
payable pursuant to the terms of this Agreement or any other plan, arrangement
or agreement) (all such payment being referred to in the aggregate as "Total
Payment") would not be deductible (in whole or in part) as a result of Section
280G of the Code, the payments otherwise due to Executive pursuant to Section
7(e)(2) above ("Severance Payments") shall be reduced until no portion of the
Total Payments is not deductible as a result of Section 280G of the Code, or the
Severance Payments are reduced to zero. For purposes of this limitation (i) no
portion of the Total Payments, the receipt or enjoyment of which Executive shall
have effectively waived in writing prior to the date of payment of the Severance
Payments , shall be taken into account, (ii) no portion of the Total Payments
shall be taken into account which, in the opinion of tax counsel selected by the
Corporation's independent auditors and reasonably acceptable to Executive ("Tax
Counsel"), does not constitute a "parachute payment" within the meaning of
Section 280G (b)(2) of the
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Code shall be taken into account, (iii) the Severance Payments shall be reduced
only to the extent necessary so that the Total Payments (other than those
referred to in clause (i) or (ii)) in their entirety constitute reasonable
compensation for services actually rendered within the meaning of Section 280G
(b)(4) of the Code, in the opinion of Tax Counsel, and (iv) the value of any
non-cash benefit or any deferred payment or benefit included in the Total
Payments shall be determined by the Corporation's independent auditors in
accordance with the principles of Sections 280G (d)(3) and (4) of the Code.
(5) Expenses and Interest. If, after a Change in Control of the
Corporation, a good faith dispute arises with respect to the enforcement of the
Executive's rights under this Agreement, or if any legal or arbitration
proceeding shall be brought in good faith to enforce or interpret any provision
contained herein, or to recover damages for breach hereof, Executive shall
recover from the Corporation any reasonable attorney's fees and necessary costs
and disbursements incurred as a result of such dispute, and prejudgment interest
on any money judgment or arbitration award obtained by Executive calculated at
the legal rate of interest from the date that payments to him should have been
made under this Agreement.
(f) Voluntary Termination. Executive may terminate his employment
voluntarily at any time. In the event Executive terminates his employment
voluntarily, other than for Good Reason following a Change in Control as
provided in Section 7(e), above, Executive's rights to compensation and benefits
shall be as follows:
(i) Executive shall be paid salary accrued through the date of
termination of employment.
(ii) Executive's rights to annual incentive, if any, shall be as
determined under the Annual Incentive Plan.
(iii) Executive's rights with respect to stock options, if any, shall
be determined under the Option Plan and any applicable stock option agreement.
(iv) Executive's rights to participate in any and all benefit programs
described in Section 5, above, if any, shall be as determined under such
programs.
8. Payment Obligations Absolute.
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The Corporation's obligation to pay the Executive the compensation and to
make the arrangements provided herein shall be absolute and unconditional and
shall not be affected by any circumstances, including, without limitation, any
setoff, counterclaim, recoupment, defense or other right which the Corporation
may have against him or anyone else. All amounts payable by the Corporation
hereunder shall be paid without notice or demand. Each and every payment made
hereunder by the Corporation shall be final and the Corporation will not seek to
recover all or any part of such payment from the Executive or from whomsoever
may be entitled thereto, for any reason whatever provided that if the Executive
is convicted of, or pleads guilty or nolo contendere to, a felony or misdemeanor
involving acts or omissions of the Executive in connection with his employment
by the Corporation, the Corporation shall be allowed to recover any actual
damages it has incurred from such action or omission out of amounts paid or
owing him hereunder.
9. Further Obligations of Executive.
During and following Executive's employment by the Corporation, Executive
shall hold in confidence and not directly or indirectly disclose or use or copy
or make lists of any confidential information or proprietary data of the
Corporation, except to the extent authorized by the Board of Directors of the
Corporation or required by any court or administrative agency, other than to an
employee of the Corporation or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by Executive of
duties as an executive of the Corporation. Confidential information shall not
include any information known generally to the public or any information of a
type not otherwise considered confidential by persons engaged in the same
business or a business similar to that of the Corporation. All records, files,
documents and materials or copies thereof, relating to the Corporation's
business which the Executive shall prepare, or use, or come into contact with,
shall be and remain the sole property of the Corporation and shall be promptly
returned to the Corporation upon termination of employment with the
Corporation.
10. Arbitration.
Any controversy or claim arising under, out of or relating to this
Agreement, or
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the breach thereof, shall be determined and settled by arbitration at the
American Arbitration Association in Atlanta, Georgia, in accordance with the
rules of procedure of the Association. Any award rendered shall be final and
binding on the parties hereto, and judgment may be entered in any court having
jurisdiction thereof.
11. Withholding.
Payments required to be made by the Corporation to Executive,
his spouse, his estate or beneficiaries, will be subject to withholding of such
amounts relating to taxes as the Corporation may reasonably determine it should
withhold pursuant to any applicable law or regulation. In lieu of withholding
such amounts, in whole or in part, the Corporation may, in its sole discretion,
accept other provision for payment of taxes as required by law, provided it is
satisfied that all requirements of law affecting its responsibilities to
withhold such taxes have been satisfied.
12. Assignability; Binding Nature.
This Agreement is binding upon, and will inure to the benefit of, the
parties and their respective successors, heirs, administrators, executors and
assigns. No rights or obligations of Executive hereunder may be assigned or
transferred by Executive except that (a) rights to compensation and benefits
hereunder, which rights will remain subject to the limitations hereunder, may
be transferred by will or operation of law, and (b) rights under employee
benefit plans or programs described in Section 5, above, may be assigned or
transferred in accordance with such plans, programs or regular practices
thereunder. No rights or obligations of the Corporation under this Agreement
may be assigned or transferred except that rights or obligations may be
assigned or transferred by operation of law in the event of a merger or
consolidation in which the Corporation is not the continuing entity, or the
sale or liquidation of all or substantially all of the assets of the
Corporation, provided that the assignee or transferee is the successor to all
or substantially all of the assets of the Corporation and such assignee or
transferee assumes the liabilities, obligations and duties of the Corporation,
as contained in this Agreement, either contractually or as a matter of law.
13. Entire Agreement.
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This Agreement supersedes any prior agreements and, together with such
plans and programs as are specifically referred to herein, contains the entire
agreement between the parties concerning the subject matter hereof.
14. Amendments and Waivers.
This Agreement may not be modified or amended, except by a writing
signed by both parties. A party may waive compliance by the other party with
any term or provision of this Agreement, or any part thereof, provided that the
term or provision, or part thereof, is for the benefit of the waiving party.
Any waiver will be limited to the facts or circumstances giving rise to the
non-compliance and will not be deemed either a general waiver or modification
with respect to the term or provision, or part thereof, being waived, or as to
any other term or provision of this Agreement, nor will it be deemed a waiver of
compliance with respect to any other facts or circumstances then or thereafter
occurring.
15. Notices.
Any notice given hereunder will be in writing and will be deemed given
when delivered personally or by courier, or five days after being mailed,
certified or registered mail, duly addressed to the party concerned at the
address indicated below or at such other address as such party may subsequently
provide, in accordance with the notice and delivery provisions of this Section:
To the Corporation: Attn. Corporate Secretary
Synthetic Industries, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
To Executive: Xxxxxx Xxxxxxxxx
Synthetic Industries, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
16. Severability.
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In the event that any provision or portion of this Agreement will be
determined to be invalid or unenforceable for any reason the remaining
provisions or portions of this Agreement will be unaffected thereby and will
remain in full force and effect to the fullest extent permitted by law.
17. Survivorship.
The respective rights and obligations of the parties hereunder will
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.
18. References.
In the event of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive will be deemed, where
appropriate, to refer to his legal representative or, where appropriate, to his
beneficiary or beneficiaries.
19. Headings.
The headings of paragraphs contained in this Agreement are for convenience
only and will not be deemed to control or affect the meaning or construction of
any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
SYNTHETIC INDUSTRIES, INC.
_______________________
Xxxxxx Xxxxxxxxx
By:___________________________
Title:________________________
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