As of December 16, 1999
Xx. Xxxxxx Xxxxxxx
00 Xxxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Dear Xxxxxx:
This letter, when signed by both of us, sets forth the terms
and conditions upon which you will be employed by Sequa
Corporation (the "Company"), as follows:
1. During the term of your employment hereunder, you will
work for the Company in an executive capacity. You will report
to the Chairman of the Board of the Company and/or to any other
individuals designated from time to time by the Company's Board
of Directors (the "Board") and perform such duties as the
Chairman or the person to whom you report may assign to you from
time to time. Your title initially shall be Senior Vice
President of Finance of the Company and may be changed from time
to time as may be determined by the Board in its sole discretion.
You will devote your full attention and expend your best efforts,
energies and skills on an exclusive and full time basis, to the
business of the Company. The place of employment is the New York
metropolitan area, or any other location of the principal office
of the Company.
2. In full consideration of all of the services to be
rendered by you under this Agreement, the Company will pay to you
a minimum base salary at the rate of $258,000 per year during the
term of your employment hereunder, payable in equal bi-weekly
installments. Your base salary may be increased in or about
March of each year during the term of your employment hereunder,
at the sole discretion of the Board, taking into account, among
other things, individual performance and general business
conditions. Based upon your performance and at the sole
discretion of the Board, you will also be entitled to share in
any incentive bonus which the Board decides to pay to its
executive officers.
3. We will recommend to the Board of Directors that you be
granted a stock option to purchase 5,000 shares of the Company's
Class A Common Stock, no par value (the "Common Stock") at an
exercise price equal to the last sales price of the Common Stock
on the New York Stock Exchange on December 16, 1999 or the date
of the next meeting of the Board, pursuant to the terms of the
Company's 1998 Key Employees Stock Option Plan and accompanying
Incentive Stock Option Agreement (a copy of which is annexed
hereto as Exhibit "B"), and as provided below. Such option shall
become exercisable as follows:
1,666 shares, commencing December 16, 2000;
1,667 shares, commencing December 16, 2001; and
1,667 shares, commencing December 16, 2002
The term of the option shall be five (5) years, expiring December
16, 2004. You fully understand, acknowledge and agree that the
Company is under no obligation to extend your employment beyond
the period set forth in Paragraph 6(a) hereof (December 15, 2001)
and the foregoing stock option shall terminate and be of no
further or continuing force or effect on the date of termination
of your employment with the Company for any reason whatsoever.
4. In addition to the foregoing compensation, you shall be
entitled, during the term of your employment hereunder, to the
following:
(a) the use of a Company-leased car in accordance with
Company policy generally applicable to its senior vice
presidents.
(b) to participate in the same, retirement, medical,
dental, insurance and other similar plans and programs that are
generally provided by the Company to its employees, in each case
in accordance with the terms and subject to the conditions of
such plans and programs as in effect from time to time hereafter
(including deduction by the Company from your compensation of
such amounts as may be necessary for the maintenance of such
coverage);
(c) paid vacations and holidays in accordance with
Company policy generally applicable to its executive officers;
and
(d) reimbursement of all authorized, reasonable
travel, entertainment and other expenses paid or incurred by you
in the performance of your business obligations hereunder, and
you shall provide receipts or other appropriate evidence of such
expenses as the Company may request from time to time.
5. All of the foregoing compensation and benefits shall be
subject to the payment by you of applicable federal, state and
local taxes and the withholding of such taxes by the Company as
may be required by applicable laws.
6. (a) The term of your employment hereunder is for a
period of two (2) years from December 16, 1999 to December 15,
2001, subject, however, to earlier termination pursuant to the
provisions of subparagraphs 6(b) or (c) below.
(b) In the event of your death at any time during the
term hereof, your employment by the Company shall be deemed to
have ceased as of the date of your death without notice to your
estate. If, during any twelve (12) month period (not limited to
a calendar year), you are absent from your employment or
substantially unable to perform such duties as are required of
you pursuant to the provisions hereof by reason of illness or
other incapacity, or any other cause of whatsoever nature, for
more than ninety (90) days in the aggregate, the Company may,
upon at least ten (10) days' prior written notice to you (which
notice shall fix the date of termination) terminate the term of
your employment hereunder. Upon the termination of the term of
your employment hereunder as aforesaid, the Company shall be
relieved of any and all further obligations to you arising out of
this Agreement, except for benefits available to you under the
Company's retirement plan, savings plan, disability program, if
applicable, and any accrued and unpaid salary and vacation
benefits, and authorized but unreimbursed expenses.
(c) The Company shall have the right at any time to
terminate your employment hereunder for Due Cause (as hereinafter
defined), which termination shall be effective immediately upon
the issuance by the Company of written notice to you. For the
purposes of this Agreement, "Due Cause" shall mean (i) the
intentional refusal (except by reason of incapacity due to
physical or mental illness or disability) by you to devote your
entire business time to the performance of your duties hereunder
as provided in Section 1 above, (ii) a breach by you of the
provisions of Exhibit A annexed hereto, (iii) your conviction
(including a conviction on a nolo contendere plea) of a felony,
(iv) your theft or misappropriation of Company assets, (v) any
willful, intentional or grossly negligent act by you having the
effect of injuring the reputation or business of the Company
(including without limitation, a violation of the Company's Code
of Ethical Conduct), (vi) your repeated or continued failure,
neglect or refusal to perform your duties as an employee of the
Company, or (vii) any other event or act which under the common
or statutory laws of the State of New York would be considered
"due cause" for termination of employment.
7. Concurrently with the execution of this Agreement, you
are executing the Company's Trade Secret Employment Agreement (a
copy of which is annexed hereto as Exhibit A) and hereby agree to
be bound by the terms thereof, all of which are incorporated into
and made a part of this Agreement.
8. You have represented that you have no agreement with or
obligations to others in conflict with this Agreement. There are
no representations, warranties, provisions or undertakings other
than those contained in this Agreement (including the annexed
Exhibit A) and in the Incentive Stock Option Agreement (a copy of
which is annexed hereto as Exhibit B). This Agreement (including
Exhibits A and B) constitutes the entire agreement between you
and the Company regarding your employment by the Company. This
Agreement cannot be changed or modified except in writing duly
signed by each of us. This Agreement and your rights and
obligations hereunder may not be assigned or otherwise
transferred by you.
9. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of New
York applicable to contracts made and to be performed entirely in
such State.
If the foregoing is in accordance with your understanding of
the terms of your employment by the Company, please sign and
return to the undersigned the enclosed duplicate of this letter.
Upon our receipt of such fully executed copy, this shall become a
binding agreement between us.
Very truly yours,
SEQUA CORPORATION
By:___________________________________
Xxxxxx X. Xxxxxxxxx
Chairman and Chief Executive
Officer
AGREED TO AND ACCEPTED
_____________________________
Xxxxxx Xxxxxxx
Date:_________________________
Exhibit A
SEQUA CORPORATION
TRADE SECRET AGREEMENT
Xxxxxx Xxxxxxx Executive Offices As of December 16,
1999
Employee Name Division/Unit Date
During the course of your employment by SEQUA CORPORATION, a
Delaware corporation ("SEQUA") you may acquire information
regarding one or more of the trade secrets belonging to SEQUA.
These trade secrets include business and technical information,
whatever its nature and form and whether obtained orally, by
observations, from written materials or otherwise, as for
example: devices, formulas and compositions of matter and
processes relating to the manufacture of SEQUA's products;
designs, drawings, specifications and blueprints of machinery and
equipment; lists of SEQUA'S customers, suppliers, employees and
their salaries; compositions of matter and methods of manufacture
of products under investigation in the laboratories, pilot plants
or plants of SEQUA; information on markets, end uses and
applications; and business procedures, costs, contracts,
proposals and other information relating to SEQUA's business.
SEQUA has acquired these trade secrets at great expense and for
commercial advantage and, therefore, takes every reasonable
precaution to prevent the use or disclosure of any part of it by
or to unauthorized persons.
This letter, when accepted by you, will evidence your agreement
in consideration and as a condition of your employment or
continued employment by SEQUA and the wages or salary to be paid
to you by SEQUA:
1. That you will not, in any manner, either during your
employment or at any time after termination of your
employment with SEQUA, duplicate, remove, transfer, disclose
or utilize, or knowingly allow any other persons to
duplicate, remove, transfer, disclose or utilize
information, property, assets, trade secrets or other things
of value of SEQUA which have not been subject to public
disclosure, except as required in the course of your
employment at SEQUA. Further, upon such termination of your
employment with SEQUA you will immediately return to SEQUA
all property of SEQUA including any samples, notes, records,
technical reports, electronic records, market research
reports, files, correspondence, plans, research notebooks,
drawings, customer lists, supplier lists, employee lists and
planning documents, as well as all copies thereof.
2. That any and all inventions, discoveries, improvements,
writings (including computer software), or compilations
which you may conceive or make, either alone or jointly with
others during your employment by SEQUA which relate to or
are useful in the business of SEQUA, will be the exclusive
property of SEQUA and will be regarded as SEQUA's trade
secrets and you will promptly and fully disclose all such
inventions, discoveries, improvements, writings or
compilations to SEQUA.
3. That, irrespective of whether your employment by SEQUA may
have terminated, you will assist SEQUA, at SEQUA's expense,
and sign any and all documents necessary or appropriate to
assign to SEQUA your entire right, title and interest in and
to any and all inventions, discoveries, improvements,
writings or compilations specified in Paragraph "2", and to
prepare and execute such documents as shall be necessary or
appropriate to permit the expeditious preparation, filing or
prosecution of such applications for patents or copyrights,
or the issuance of patents or copyrights thereon in the name
of SEQUA in any countries and to protect the same against
infringement by others.
4. That you will not, anywhere in the United States or any
other country where SEQUA competes for business, during your
employment by SEQUA and for a period of one (1) year from
the date of any termination of your employment, render
services directly or indirectly for employment or render
services directly or indirectly for your own account or to
any person, firm or corporation competitive with SEQUA,
except that you may accept employment with a diversified
company so long as your employment pertains solely to that
part of its business which is not competitive with SEQUA and
provided that, prior to accepting such employment, SEQUA
receives written assurances satisfactory to it from the
prospective employer that you shall not be required to
render services in that part of its business which does
compete with SEQUA. If you are unable to obtain employment
consistent with your training and education solely because
of the provisions of this paragraph, such provision shall
bind you as long as SEQUA, in its sole discretion, makes
payments to you of an amount equal to your monthly base pay
at termination (exclusive of extra compensation or employee
benefits) on or before the fifteenth day of each month;
however, the total sum to be paid by SEQUA shall in no event
be any amount greater than the equivalent of twelve (12)
such monthly payments. You will, during each month for
which you claim payments, give SEQUA a detailed written
account of your efforts to obtain employment and such
account will include a statement by you that, although you
conscientiously sought employment, you were unable to obtain
it solely because of the provisions of this paragraph. It
is understood that SEQUA need not make a monthly payment to
you for any month during which you have failed to account to
SEQUA as provided for herein, but that the restriction on
employment provided in this paragraph shall still apply.
You shall be relieved of your agreement as in this paragraph
set forth if an officer of SEQUA gives you written
permission to accept available employment, or gives you a
written release from the obligations of this paragraph, or
fails to make the monthly payment required in the above
paragraph even though you have fully complied with your
obligation to provide detailed written accounts. Upon your
obtaining employment, you will promptly give written notice
of such employment to SEQUA. It is understood that SEQUA
may discontinue the aforesaid monthly payments at any time.
For the purpose hereof, a company will be deemed to be in
competition with SEQUA, if it is engaged in or intends to be
engaged in, research or development, production, marketing
or selling any product or process which resembles or
competes with a product being made or sold by SEQUA or a
process being employed by SEQUA or a product or process upon
which you were working during your employment by SEQUA, or
about which you acquire confidential information through
your work with SEQUA.
5. That you have represented that you have no agreement with or
obligations to others in conflict with this Agreement; that
should this Agreement be adjudicated illegal in any respect
by a court of competent jurisdiction, then only such part of
the particular provision so adjudicated shall be abrogated
and the remainder of such provision and all other provisions
of this Agreement shall remain in full force and effect.
6. That this Agreement shall bind your heirs, executors,
administrators and legal representatives and your rights and
obligations hereunder may not be assigned or otherwise
transferred by you. SEQUA may assign its rights, together
with its obligations hereunder, in connection with any sale,
transfer or other disposition of all or substantially all of
its interest in the business or activity in connection with
which you are employed.
7. That you understand and agree that in the event of your
violation or breach of your obligations under this
Agreement, SEQUA shall be authorized and entitled to obtain
from any court of competent jurisdiction, preliminary and
permanent injunctive relief, in addition to any other rights
or remedies to which SEQUA may be entitled.
8. That the obligations hereunder shall remain in effect during
your employment by SEQUA and thereafter whatever the reason
for termination of such employment.
It is understood that the agreement evidenced by this
letter, together with your Employment Agreement dated as of
December 16, 1999, constitutes the entire agreement between you
and SEQUA, and cannot be changed or modified except in writing
signed by an officer of SEQUA.
SEQUA CORPORATION
By:______________________________________
Xxxxxx X. Xxxxxxxxx
Chairman and Chief Executive
Officer
The undersigned hereby acknowledges receipt of
a copy of this Agreement and acceptance of its terms.
_____________________________
Xxxxxx Xxxxxxx
