Exhibit 5.4
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE AGREEMENT (this "Agreement") is made as of July 1,
2000, by and between Aavid Thermal Technologies, Inc., a Delaware corporation
(the "Company"), Fluent Holdings, Inc., a Delaware limited liability company and
a subsidiary of the Company ("Subsidiary"), and H. Xxxxx Xxxxxx ("Executive").
Certain definitions are set forth in Section 9 of this Agreement.
Executive desires to be employed by Subsidiary, and Subsidiary
desires to employ Executive and to be assured of Subsidiary's right to have the
benefit of Executive's services on the terms and subject to the conditions set
forth in this Agreement. Executive is also purchasing certain securities of the
Company's affiliates pursuant to a Vesting Securities Purchase Agreement dated
as of the date of this Agreement (the "Securities Purchase Agreement"), and is
entering into certain other agreements in connection with such securities
purchases. The Company, Subsidiary and Executive desire to enter into this
Agreement (i) setting forth the terms and conditions of Executive's employment
with Subsidiary; and (ii) setting forth the obligation of Executive to refrain
from competing with the Company and its Affiliates (as defined below) under
certain circumstances as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. Subsidiary shall employ Executive, and Executive by this
Agreement accepts employment with Subsidiary, upon the terms and conditions set
forth in this Agreement for the period beginning on the date hereof and ending
as provided in Section 4 hereof (the "Employment Period").
2. Position and Duties.
(a) During the Employment Period, Executive shall serve as the President
and Chief Operating Officer of Subsidiary.
(b) Executive shall report to the Chief Executive Officer of Subsidiary,
and Executive shall devote Executive's best efforts and Executive's full
business time and attention (except for permitted vacation periods, periods of
illness or other incapacity, reasonable time spent with respect to civic and
charitable activities (provided that none of such activities shall interfere
with Executive's duties to Subsidiary); and other permitted absences for which
senior executive employees of Subsidiary are generally eligible from time to
time under Subsidiary's policies) to the business and affairs of Subsidiary and
its Affiliates. Executive shall perform Executive's duties and responsibilities
to the best of Executive's abilities in a diligent, trustworthy, businesslike
and efficient manner.
3. Base Salary; Benefits and Bonuses.
(a) During the Employment Period, Executive's base salary shall be
$200,000 per annum, or such higher rate as the Board of the Company may
designate from time to time (the "Base Salary"), which salary shall be payable
in regular installments in accordance with Subsidiary's general payroll
practices and shall be subject to customary withholding.
(b) In addition to the Base Salary, during the Employment Period,
Executive shall be eligible to receive an annual bonus (the "Bonus") determined
under level 4 of Subsidiary's Profit Shares and Bonus Plan. Any such Bonus, if
determined by Subsidiary to be payable, shall be payable within 90 days
following the end of each fiscal year (provided that the first fiscal year for
which the Bonus will be paid will be the year beginning January 1, 2000) during
the Employment Period.
(c) During the Employment Period, Executive shall be entitled to
participate in all of Subsidiary's employee benefit plans and programs for which
senior executive employees of Subsidiary are generally eligible, which shall
include, but shall not be limited to, health insurance, dental insurance, life
insurance, disability insurance and participation in Subsidiary's 401(k) plan.
Executive's right to participate in any employee benefit plans or programs of
Subsidiary shall be subject to Subsidiary's right to amend, modify or terminate
any such plan or program in accordance with its terms and applicable law and
subject in each case to any applicable waiting periods or other restrictions
contained in such benefit plans or programs. During the Employment Period,
Executive shall be eligible for four weeks per year of paid vacation in
accordance with the policies of Subsidiary. The maximum amount of vacation time
that Executive shall be permitted to carry over from one year to the next shall
be equal to eight weeks.
(d) Subsidiary shall reimburse Executive for all reasonable business
expenses incurred by Executive in the course of performing Executive's duties
under this Agreement which are consistent with Subsidiary's policies in effect
from time to time with respect to travel, entertainment and other business
expenses, subject to Subsidiary's requirements with respect to reporting and
documentation of such expenses.
4. Term; Termination; Severance.
(a) The Employment Period shall be for a period of five years from the
date hereof; provided that (i) the Employment Period shall terminate prior to
such date upon Executive's death or Incapacity; (ii) the Employment Period may
be terminated by Subsidiary at any time prior to such date with Cause or without
Cause; and (iii) the Employment Period may be terminated by Executive at any
time for any reason (a "Voluntary Termination"). Any termination of the
Executive's employment with Subsidiary shall be a "Termination." The date of any
termination of Executive's employment with Subsidiary shall be the "Termination
Date."
(b) Upon any Termination, Executive shall be entitled to receive
Executive's Base Salary earned through Executive's Termination Date, prorated on
a daily basis together with all accrued but unpaid vacation time earned by
Executive during the fiscal year in which such Termination occurs. Except as set
forth in Section 4(d), Executive shall not be entitled to receive Executive's
Base Salary or any bonuses or other benefits from Subsidiary for any period
after the Termination Date.
(c) In the event Executive's employment is terminated by Subsidiary with
Cause, upon a Voluntary Termination other than for Good Reason or upon
Executive's death or Incapacity, Subsidiary shall have no obligation to make any
severance or other similar payment to or on behalf of Executive.
(d) In the event that Executive's employment is terminated by Subsidiary
without Cause or by Executive for Good Reason, following such Termination and
upon execution by Executive of a general release on employment matters in favor
of Subsidiary and its Affiliates, in form satisfactory to Subsidiary,
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releasing any and all claims, including claims for payments (other than those
payments due under this Section 4), due to Executive arising under or pursuant
to this Agreement against Subsidiary and its Affiliates as of the Termination
Date, Subsidiary shall pay Executive his annual Base Salary (as in effect on the
Termination Date) and provide benefits equivalent to those provided at the
Termination Date until the earlier of (i) the two-year anniversary of the
Termination Date and (ii) the five-year anniversary of the date of this
Agreement. Each severance payment under this Agreement shall be payable in
accordance with Subsidiary's normal payroll procedures and cycles and shall be
subject to withholding of applicable taxes and governmental charges in
accordance with federal and state law. After payment of the severance amounts
described in this Section 4(d), Subsidiary shall have no obligation to make any
further severance or other payment to or on behalf of Executive except as
otherwise expressly contemplated by this Agreement. Notwithstanding the
foregoing, in the event that Executive shall breach any of Executive's
obligations under Sections 5, 6 or 7 of this Agreement, then, in addition to any
other rights that Subsidiary may have under this Agreement or otherwise,
Subsidiary shall be relieved from and shall have no further obligation to pay
Executive any amounts to which Executive would otherwise be entitled pursuant to
this Section 4.
5. Confidential Information. Executive acknowledges that by reason of
Executive's duties to and association with the Subsidiary and its Affiliates,
Executive has had and will have access to and has and will become informed of
Confidential Information (as defined in Section 9 below) which is a competitive
asset of Subsidiary and/or its Affiliates. Executive agrees to keep in strict
confidence and not, directly or indirectly, make known, disclose, furnish, make
available or use, any Confidential Information, except for use in Executive's
regular authorized duties on behalf of Subsidiary and its Affiliates (including
their predecessors). Executive acknowledges that all documents and other
property including or reflecting Confidential Information furnished to Executive
by Subsidiary or any of its Affiliates or otherwise acquired or developed by
Subsidiary or any of its Affiliates or Executive or known by Executive shall at
all times be the property of the Subsidiary and its Affiliates. Executive shall
take all necessary and appropriate steps to safeguard Confidential Information
and protect it against disclosure, misappropriation, misuse, loss and theft.
Executive shall deliver to Subsidiary at the termination of the Employment
Period, or at any other time Subsidiary may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined in Section 9 below) or the business of
Subsidiary or any of its Affiliates which Executive may then possess or have
under Executive's control.
6. Inventions and Patents.
(a) Executive acknowledges that all Work Product (as defined in Section 9
below) is the exclusive property of Subsidiary. Executive by this Agreement
assigns all right, title and interest in and to all Work Product to Subsidiary.
Any copyrightable works that fall within the Work Product will be deemed "works
made for hire" under Section 201(b) of the 1976 Copyright Act, and Subsidiary
shall own all of the rights comprised in the copyright therein; provided,
however, that to the extent such works may not, by operation of law, constitute
"works made for hire," Executive by this Agreement assigns to Subsidiary all
right, title and interest therein.
(b) Executive shall promptly and fully disclose all Work Product to
Subsidiary and shall cooperate and perform all actions reasonably requested by
Subsidiary (whether during or after the Employment Period) to establish, confirm
and protect Subsidiary's right, title and interest in such Work
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Product. Without limiting the generality of the foregoing, Executive agrees to
assist Subsidiary, at Subsidiary's expense, to secure Subsidiary's rights in the
Work Product in any and all countries, including the execution by Executive or
Executive's Affiliates of all applications and all other instruments and
documents which Subsidiary shall deem necessary in order to apply for and obtain
rights in such Work Product and in order to assign and convey to Subsidiary the
sole and exclusive right, title and interest in and to such Work Product. If
Subsidiary is unable because of Executive's mental or physical incapacity or for
any other reason (including Executive's refusal to do so after request therefor
is made by Subsidiary) to secure Executive's signature to apply for or to pursue
any application for any United States or foreign patents or copyright
registrations covering Work Product belonging to or assigned to Subsidiary
pursuant to paragraph 6(a) above, then Executive by this Agreement irrevocably
designates and appoints Subsidiary and its duly authorized officers and agents
as Executive's agent and attorney-in-fact to act for and in Executive's behalf
and stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of patents or copyright
registrations thereon with the same legal force and effect as if executed by
Executive. Executive agrees not to apply for or pursue any application for any
United States or foreign patents or copyright registrations covering any Work
Product other than pursuant to this paragraph in circumstances where such
patents or copyright registrations are or have been or are required to be
assigned to Subsidiary.
7. Non-Compete, Non-Solicitation.
(a) In further consideration of the compensation to be paid to Executive
under this Agreement and the securities made available for Executive's purchase
under the Securities Purchase Agreement, Executive acknowledges that in the
course of Executive's employment with the Subsidiary and its Affiliates, and
Subsidiary's predecessor, he has prior to the date of this Agreement, and will
during the Employment Period, become familiar with Subsidiary's and its
Affiliates' (and their predecessors') trade secrets, business plans and business
strategies and with other Confidential Information concerning Subsidiary and its
predecessors and its Affiliates and that Executive's services have been and
shall be of special, unique and extraordinary value to the Subsidiary and its
Affiliates. Therefore, Executive agrees that, during the Employment Period and
for two (2) years thereafter (such period, the "Noncompete Period"), Executive
shall not directly or indirectly own any interest in, manage, control,
participate in (whether as an officer, director, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage in any business which is, directly or indirectly, competitive with
any business that Subsidiary or its Affiliates engages in or is planning to
engage in during the Employment Period, including but not limited to the
business of providing thermal management products and solutions for electronic
products and developing and marketing computational fluid dynamics software,
anywhere in the World. Nothing herein shall prohibit Executive from being a
passive owner of not more than 2% of the outstanding securities of any class of
a corporation which is publicly traded, so long as Executive has no active
participation in the business of any such corporation.
(b) During the Employment Period and for two (2) years thereafter,
Executive shall not directly or indirectly through another Person (i) induce or
attempt to induce any employee of Subsidiary or any Affiliate to leave the
employ of Subsidiary or such Affiliate, or in any way interfere with the
relationship between Subsidiary or any Affiliate and any employee thereof, (ii)
hire any person who was an employee of Subsidiary or any Affiliate at any time
during the two year period prior to the termination of the Employment Period,
(iii) call on, solicit or service any customer, supplier, licensee, licensor,
franchisee or other business relation of Subsidiary or any Affiliate in order to
induce or attempt to induce such Person to cease or reduce
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doing business with Subsidiary or such Affiliate, or in any way interfere with
the relationship between any such customer, supplier, licensee or business
relation and Subsidiary or any Affiliate (including, without limitation, making
any negative statements or communications about Subsidiary or its Affiliates) or
(iv) directly or indirectly acquire or attempt to acquire any business in the
World to which Subsidiary or any of its Affiliates, prior to the Termination
Date, has made an acquisition proposal relating to the possible acquisition of
such business by Subsidiary or any of its Affiliates, or has planned, discussed
or contemplated making such an acquisition proposal (such business, an
"Acquisition Target"), or take any action to induce or attempt to induce any
Acquisition Target to consummate any acquisition, investment or other similar
transaction with any Person other than Subsidiary or any of its Affiliates.
8. Enforcement. If, at the time of enforcement of Sections 5, 6 or 7 of
this Agreement, a court shall hold that the duration, scope, or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall be allowed and directed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law. Because Executive's services are unique and because Executive
has access to Confidential Information and Work Product, the parties hereto
agree that money damages would not be an adequate remedy for any breach of this
Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, Subsidiary or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security). In addition, in the event of an alleged breach or
violation by Executive of Section 7, the Period set forth in such Section shall
be tolled until such breach or violation has been duly cured. Executive agrees
that the restrictions contained in Section 7 are reasonable and that Executive
has received consideration in exchange therefor.
9. Definitions.
"Affiliate" of a Person means any other person, entity or investment
fund controlling, controlled by or under common control with the Person and, in
the case of a Person which is a partnership, any partner of the Person.
"Board" means the board of directors of the specified Person.
"Cause" means (i) the commission of a felony or a crime involving
moral turpitude, (ii) the commission of any other act or omission involving
dishonesty or fraud with respect to Subsidiary, any of its Affiliates or any of
their respective customers or suppliers, (iii) conduct which brings Subsidiary
or any of its Affiliates into public disgrace or disrepute in any material
respect, (iv) substantial and repeated failure to perform (other than due to
Incapacity) duties of the office held by Executive as reasonably directed by any
Executive's supervisors or the Board of Directors of the Company or Subsidiary
which is not cured within 30 days after notice thereof to Executive, (iv) gross
negligence or willful misconduct with respect to Subsidiary or any of its
Affiliates, or (v) any other material breach of this Agreement or any policy of
Subsidiary or its Affiliates established by their Boards of Directors, which
breach, if curable, is not cured within 30 days after written notice thereof to
Executive. A motor vehicle felony will not constitute Cause unless it involves
drunk driving.
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"Confidential Information" means all information of a confidential
or proprietary nature (whether or not specifically labeled or identified as
"confidential"), in any form or medium, that is or was disclosed to, or
developed or learned by, Executive in connection with Executive's relationship
with the Company or any of its Affiliates prior to the date hereof or during the
Employment Period and that relates to the business, products, services,
financing, research or development of the Company or any of its Affiliates or
their respective suppliers, distributors or customers. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans and
practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures, accounting and business methods);
(ii) identities of, individual requirements of, specific contractual
arrangements with, and information about, any of the Company' or any of its
Affiliates' suppliers, distributors and customers and their confidential
information; (iii) trade secrets, know-how, compilations of data and analyses,
techniques, systems, formulae, research, records, reports, manuals,
documentation, models, data and data bases relating thereto; (iv) inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable); and
(v) Acquisition Targets and potential acquisition candidates. Confidential
Information shall not include information that Executive can demonstrate: (a) is
or becomes publicly known through no wrongful act or breach of obligation of
confidentiality; (b) was rightfully received by Executive from a third party
without a breach of any obligation of confidentiality by such third party; (c)
was known to Executive prior to his employment with the Subsidiary and its
Affiliates and prior to his employment with the Company or any of its
Affiliates; or (d) is required to be disclosed pursuant to any applicable law or
court order; provided, however, that Executive provides Subsidiary with prior
written notice of the requirement for disclosure that details the Confidential
Information to be disclosed and cooperates with Subsidiary to preserve the
confidentiality of such information to the extent possible.
"EBITDA" means, with respect to any fiscal year, Subsidiary's
EBITDA, as defined in and determined pursuant to the provisions of the indenture
entered into by the Company on February 2, 2000 in connection with the Company's
12 3/4% senior subordinated securities due 2007, as such indenture may be
amended from time to time.
"Good Reason" means the occurrence, without Executive's consent, of
any of the following: (i) unless corrected within 15 days of written notice by
Executive to the Company's and Subsidiary's Board of Directors of Executive's
objection thereto, the assignment to the Executive of any significant duties
materially inconsistent with the Executive's status as an officer of Subsidiary
or a substantial diminution in the nature of the Executive's responsibilities or
Executive's status; or (ii) a reduction in the Executive's annual base salary as
in effect on the date of this Agreement, except for across-the-board salary
reductions similarly affecting all executives.
"Incapacity" means the disability of Executive caused by any
physical or mental injury, illness or incapacity as a result of which Executive
is unable to effectively perform the essential functions of Executive's duties
as determined by the Board of Subsidiary in good faith, for a period of 90
consecutive days or a period of 120 days during any 180-day period; provided
that any determination of Incapacity shall be made in compliance with the
provisions of the Family Medical Leave Act.
"Person" means an individual or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.
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"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity (other than
a corporation), a majority of partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination thereof. For
purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company, partnership, association
or other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association or other business entity. For purposes hereof, references to a
"Subsidiary" of the Company shall be given effect only at such times that the
Company has one or more Subsidiaries, and, unless otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of the Company.
"Work Product" means all inventions, innovations, improvements,
developments, methods, processes, designs, analyses, drawings, reports and all
similar or related information (whether or not patentable or reduced to practice
or comprising Confidential Information) and any copyrightable work, trade xxxx,
trade secret or other intellectual property rights (whether or not comprising
Confidential Information) and any other form of Confidential Information, any of
which relate to Subsidiary's or any of its Affiliates' actual or anticipated
business, research and development or existing or future products or services
and which were or are conceived, reduced to practice, contributed to, developed,
made or acquired by Executive (whether alone or jointly with others) while
employed (both before and after the date hereof) by Subsidiary (or its
predecessors, successors or assigns) and its Affiliates.
10. Notices. Any notice provided for in this Agreement must be in writing
and must be either personally delivered, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipients at the address indicated below:
If to Executive:
-----------------------------
-----------------------------
-----------------------------
with a copy to:
-----------------------------
-----------------------------
-----------------------------
If to the Company: Aavid Thermal Technologies, Inc.
Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx
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with a copy to: Xxxxxx, Xxxxx & Partners II, L.P.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxx
and
Bartlit Xxxx Xxxxxx Xxxxxxxxx & Xxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
11. General Provisions.
(a) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(b) Complete Agreement. This Agreement, those documents expressly referred
to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way
(including, without limitation, any employment agreement or similar agreement
between Subsidiary or its Affiliates and Executive, which is by this Agreement
terminated).
(c) Counterparts. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
(d) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, Subsidiary and their respective successors and assigns;
provided that the rights and obligations of Executive under this Agreement shall
not be assignable.
(E) GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT
THE LAW OF CONFLICTS, OF THE STATE OF NEW HAMPSHIRE.
(f) Arbitration. Except for actions for injunctive relief and actions to
enforce the decision of an arbitrator, each of the parties hereto agrees that in
the event of any dispute arising between or among the parties arising out of or
relating to this Agreement or its breach, such dispute shall be settled by
arbitration
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to be conducted in Concord, New Hampshire in accordance with the employment
arbitration rules (except as modified below) of the American Arbitration
Association and with the Expedited Procedures thereof (collectively, the
"Rules"). Each of the parties hereto agrees that such arbitration shall be
conducted by a single arbitrator selected in accordance with the Rules; provided
that such arbitrator shall be experienced in deciding cases concerning the
matter which is the subject of the dispute. Each of the parties agrees that in
any such arbitration that pre-arbitration discovery shall be limited to the
greatest extent provided by the Rules, that the award shall be made in writing
no more than 30 days following the end of the proceeding, that the arbitration
shall not be conducted as a class action, that the arbitration award shall not
include factual findings or conclusions of law, and that no punitive damages
shall be awarded. Any award rendered by the arbitrator shall be final and
binding and judgment may be entered on it in any court of competent
jurisdiction. Each of the parties hereto agrees to treat as confidential the
results of any arbitration (including, without limitation, any findings of fact
and/or law made by the arbitrator) and not to disclose such results to any
unauthorized person.
(g) Remedies. Each of the parties to this Agreement shall be entitled to
enforce its rights under this Agreement specifically. The parties hereto agree
and acknowledge that money damages would not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
(h) Survival. The provisions set forth in Sections 5 through 11 shall
survive and continue in full force and effect in accordance with their terms
notwithstanding any termination of the Employment Period.
(i) Amendment and Waiver. The provisions of this Agreement may be amended
and waived only with the prior written consent of the Company and Executive.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Executive
Agreement on the date first written above.
AAVID THERMAL TECHNOLOGIES, INC.
/s/ Xxxxxxxx X. Xxxxx
---------------------------------------
BY: Xxxxxxxx X. Xxxxx
ITS: Chief Executive Officer and
President
FLUENT HOLDINGS, INC.
/s/ Xxxxxxxx X. Xxxxx
---------------------------------------
BY: Xxxxxxxx X. Xxxxx
ITS: Chief Executive Officer
EXECUTIVE:
/s/ H. Xxxxx Xxxxxx
---------------------------------------
H. Xxxxx Xxxxxx
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