6
EXHIBIT 10 (b)
CONSULTING AGREEMENT
AGREEMENT dated as of December 31, 2002, between STANDEX
INTERNATIONAL CORPORATION, a Delaware corporation whose principal
place of business is 0 Xxxxx Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx 00000
(the "Company"), and Xxxxx X. Xxxxxxxx an employee of the
Company, who resides at 000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxx
00000.
WHEREAS, Xx. Xxxxxxxx and the Company entered into an
Executive Employment Agreement dated as of May 1, 2000 and
amended as of January 30, 2002, in connection with Xx. Xxxxxxxx'x
services to the Company as Executive Vice President/Operations of
the Company or such other senior executive, managerial and
supervisory capacity, subject to the direction and control of the
Chief Executive Officer of the Company which agreement has a term
expiring on December 31, 2002; and
WHEREAS, Xx. Xxxxxxxx will retire from active employment
with the Company on December 31, 2002; and
WHEREAS, the Company wishes to retain consulting services
from Xx. Xxxxxxxx relating to those divisions, subsidiaries and
affiliate operations of the Company's Industrial Group which Xx.
Xxxxxxxx managed and supervised during his tenure with the
Company; and
WHEREAS, Xx. Xxxxxxxx is agreeable to provide the Company
with an agreement to provide consulting services to the Company
and the Company in exchange for the consideration to be provided
to him herein;
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants contained herein, the Company and Xx.
Xxxxxxxx agree as follows:
1. Expiration of Executive Employment Agreement; Effective Date
of This Agreement. The parties mutually acknowledge and agree
that the Executive Employment Agreement shall expire and all
obligations under said agreement shall cease effective with the
close of business on December 31, 2002. Notwithstanding the
expiration of the Executive Employment Agreement, any obligations
relating to payment of compensation for services performed which
is owing and not yet paid, and payments, compensation or other
consideration due pursuant to benefit, stock option, or other
compensation plans of the Company shall continue to be
obligations of the Company pursuant to their respective terms and
conditions. Additionally, all obligations contained in Section
3, "Non-Compete" shall survive in accordance with their terms.
The terms of this Agreement shall become effective January 1,
2003 (the "Effective Date") and shall continue through December
31, 2004.
2. Consulting Services. Commencing on the Effective Date and
continuing through December 31, 2004, Xx. Xxxxxxxx shall serve as
a Consultant to the Company on an occasional basis, as requested
by the Company from time to time, and Xx. Xxxxxxxx agrees to
provide such consulting services. Xx. Xxxxxxxx 's status during
the term of this Agreement shall be that of independent
contractor and not as an agent, representative or joint venture
partner of the Company. Xx. Xxxxxxxx shall not enter into any
contract or commitment on behalf of the Company. Xx. Xxxxxxxx
shall provide such independent consulting services during such
times as shall be mutually agreeable, it being understood that if
the Company determines not to use the services of Xx. Xxxxxxxx or
if Xx. Xxxxxxxx is physically unable to perform services, it
shall nevertheless be obligated to pay Xx. Xxxxxxxx pursuant to
this section 2 and section 4 of this Agreement.
3. Non-Competition Agreement. Except as set forth in the
third paragraph of this Section 3, Xx. Xxxxxxxx shall not, as
long as this Agreement is in effect, engage in, or be interested
in, in any active capacity, any business other than that of the
Company or any affiliate, associate or subsidiary corporation of
the Company if such business competes with the Company. It is
the express intent of the Company and Xx. Xxxxxxxx that: (i) the
covenants and affirmative obligations in this Section be binding
obligations to be enforced to the fullest extent permitted by
law; (ii) in the event of any determination of unenforceability
of the scope of any covenant or obligation, its limitation which
a court of competent jurisdiction deems fair and reasonable,
shall be the sole basis for relief from the full enforcement
thereof; and (iii) in no event shall the covenants or
obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 3, Xx. Xxxxxxxx shall not for a period of two years
after the termination of this Agreement with the Company (whether
such termination is by reason of the expiration of this Agreement
or for any other reason) compete with or directly or indirectly
own, control, manage, operate, join or participate in the
ownership, control, management or operation of any business which
competes with any present or future business of the Company at
the time of such termination provided however that Xx. Xxxxxxxx
may only join the board of directors of another publicly traded
company with the prior written consent of the Board of Directors
of the Company which consent shall not be unreasonably withheld.
No provision contained in this paragraph shall restrict Xx.
Xxxxxxxx from making investments in other ventures which are not
competitive with the Company, or restrict Xx. Xxxxxxxx from
engaging in any other such non-competitive business or restrict
Xx. Xxxxxxxx from owning less than five per cent of the
outstanding securities of companies which compete with any
present or future business of the Company and which are listed on
a national stock exchange or actively traded on the NASDAQ
National Market System.
In addition to the foregoing provisions, Xx. Xxxxxxxx agrees
that he will not, at any time, disclose to others or use for his
own benefit any trade secrets or confidential information of a
technical, commercial or other nature pertaining to the Company
or any of its clients, customers, consultants, licensees or
affiliates, acquired by him during the period of his employment
or during the period of this Agreement, except to such an extent
as may be necessary in the ordinary course of performing his
duties as a consultant of the Company. Upon the termination of
this Agreement Xx. Xxxxxxxx agrees to turn over to the company
all notes, memoranda, notebooks, drawings, records, documents and
reproductions thereof kept by him or in his possession, whether
prepared by him or others, used in or pertaining to any of the
work done by him during the course of his consulting pursuant to
this Agreement, or otherwise used in or pertaining to any of the
processes, apparatus, or products of the Company, it being hereby
acknowledged that all said items are the sole property of the
Company.
4. Consideration for Consulting Services and Covenant Not To
Compete. As consideration for his agreements set forth in
Sections 2 and 3 above, the Company agrees and covenants to pay
Xx. Xxxxxxxx One Hundred Thousand Dollars per year, ($100,000)
commencing on January 15, 2003 payable in equal semi-annual
installments on the 15th day of each January and July. All
installments shall be paid in the form of KEYSOP options in
accordance with the terms of the KEYSOP maintained by the
Company. No payroll withholdings (including Federal or state
income taxes, FICA or unemployment taxes) shall be made from the
compensation to be paid by the Company hereunder.
5. Reimbursement of Company-Related Expenses. Xx. Xxxxxxxx
shall be reimbursed for all Company-related expenses incurred by
him with the approval of a Company executive officer, it being
understood that expenses incurred in the course of approved
business travel shall be considered reimbursable.
6. Fringe Benefits. During the term of this Agreement, no
fringe benefits will be available to Xx. Xxxxxxxx from the
Company; provided however, that the Company will continue to make
available medical coverage as currently provided to Xx. Xxxxxxxx
at current employee premium rates. or, in the event that such
medical plan is terminated, medical insurance coverage pursuant
to another existing group medical plan of the Company. This
medical insurance coverage shall be available to Xx. Xxxxxxxx
until he reaches age 65 and to Xx. Xxxxxxxx'x spouse through
COBRA coverage for 36 months from the date of Xx. Xxxxxxxx'x
retirement at a cost of 102% of premium.
In addition to the above, during the term of this Agreement,
Xx. Xxxxxxxx shall continue to have the use of the Company
automobile currently used by him (the "Vehicle"). At the
termination of this Agreement, Xx. Xxxxxxxx shall have the option
to purchase the Vehicle for its then current book value as such
value is reflected on the books of the Company.
7. Payments in the Event of Death. If Xx. Xxxxxxxx should
die at any time prior to December 31, 2004, all payments for
consulting services provided or reimbursement for expenses that
have not been paid will be paid by the Company to Xx.Xxxxxxxx'x
estate or surviving spouse. All obligations contained in Section
3 shall terminate in the event of Xx.Xxxxxxxx'x death.
8. Assignment. This Agreement is personal between Xx.
Xxxxxxxx and the Company and consequently it may not be assigned,
provided, however, that the Company shall have the right at any
time to assign this Agreement, without consent, in connection
with a sale or disposition of its assets (or any substantial part
thereof) or in connection with a merger, consolidation or similar
transaction involving the Company or any subsidiary.
9. Specific Performance. It is acknowledged by both parties
that damages will be an inadequate remedy to the Company in the
event that Xx. Xxxxxxxx breaches or threatens to breach his
commitments under Section 3 hereof because damages will be very
difficult, if not impossible, to ascertain. Therefore, it is
agreed that the Company may institute and maintain an action or
proceeding to compel the specific performance of the promises of
Xx. Xxxxxxxx contained in those sections. Such remedies shall,
however, be cumulative and not exclusive and shall be in addition
to any other remedy which the Company shall have under this
Agreement or otherwise.
10. Termination. The Company may, by written notice,
terminate this Agreement or suspend the performance of all or any
of its obligations hereunder without liability in the event that
Xx. Xxxxxxxx breaches his obligations under Sections 2 and/or 3
of this Agreement and the failure (if capable of being remedied)
remains unremedied for a period of thirty (30) days after being
called to the attention of Xx. Xxxxxxxx by written notice from
the Company.
Xx. Xxxxxxxx may, by written notice, terminate this
Agreement or suspend the performance of all or any of his
obligations hereunder without liability in the event that the
Company fails to comply with any of its obligations under this
Agreement and the failure (if capable of being remedied) remains
unremedied for a period of thirty (30) days after being called to
the attention of the Company by written notice from Xx. Xxxxxxxx.
11. Enforceability. If the obligations of Xx. Xxxxxxxx
under this Agreement are held to be too broad to be enforceable
as written, such obligations shall be construed to create only
the broadest obligations that are permitted by law.
12. Binding Nature of Agreement. This Agreement shall be
binding upon, and enure to the benefit of, the parties hereto and
the successors and assigns of the Company and the heirs and
personal representatives of Xx. Xxxxxxxx.
13. Amendment. No modification or amendment of this
Agreement shall be valid unless committed to writing and signed
by or on behalf of both parties.
14. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement by the other shall not
operate or be construed as a waiver of any subsequent breach.
15. Notice. Any notice to be given pursuant to this
Agreement shall be sent by registered mail, postage prepaid, by
facsimile, with a copy by regular mail or by overnight mail, to
the parties at the address set both in the preamble or at such
other address as either party may from time to time designate in
writing. All such notices shall take effect upon delivery.
16. Entire Agreement. This Agreement constitutes the
entire agreement of the parties with respect to the terms and
conditions of the terms and conditions of Xx. Xxxxxxxx'x
consulting relationship with the Company and may be amended only
by a written agreement signed by both parties.
17. Governing Law. This Consulting Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New Hampshire exclusive of its choice of law provisions.
STANDEX INTERNATIONAL CORPORATION
/s/ Xxxxxx X. Xxxxxxx
By:
------------------------------
Xxxxxx X. Xxxxxxx
Chairman of the Board
ATTEST:
/s/ Xxxxxxx X. Xxxxx
----------------------------------
WITNESS: CONSULTANT
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Xxxxx X. Xxxxxxxx
