EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 3rd day
of December, 2001 by and between STANDEX INTERNATIONAL
CORPORATION, a Delaware corporation with its executive offices in
Salem, New Hampshire (hereinafter referred to as the "Employer"),
and
XXXXX FIX
of Long Grove, Illinois (hereinafter referred to as the
"Executive").
WHEREAS, Employer is desirous of retaining the services of
Executive and Executive is desirous of providing services to the
Employer in a senior executive capacity upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as President/COO or other senior executive
capacity, subject to the direction and control of the Chief
Executive Officer of Employer, said employment being upon the
terms and conditions herein set forth.
2. Term. The initial term (the "Initial Term") of this
Agreement shall commence upon the date it is executed by the
Executive (December 3, 2001) and continue for an initial term of
two (2) years through midnight on December 2, 2003, unless
otherwise terminated in accordance with the provisions of
Sections 6 or 15. Upon the expiration of the Initial Term, this
Agreement shall automatically renew for an additional term of
three (3) years (the "Renewal Term") commencing upon December 3,
2003. Notwithstanding the foregoing, the Renewal Term shall not
occur if this Agreement has been otherwise terminated in
accordance with the provisions of Sections 6 or 15 and, provided
further that the Renewal Term shall not occur if either party has
notified the other in writing at least one (1) year in advance of
the end of the existing term of the Agreement stating its intent
to terminate the Agreement at the end of that particular term.
Either Employer or Executive may terminate this Agreement during
the first year of the Initial Term upon 90 days written notice.
3. Best Efforts. Executive agrees, as long as this
Agreement is in effect, to devote his best efforts, time and
attention to the business of Employer and to the performance of
such executive, managerial and supervisory duties as may be
required of him during the term of this Agreement.
4. Non-Compete. Except as set forth in the third paragraph
of this Section 4, Executive 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 Employer or any
affiliate, associate or subsidiary corporation of Employer. It
is the express intent of the Employer and the Executive 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 4, Executive shall not for a period of two years
after the termination of employment with Employer (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 Employer at the time of
such termination. In addition, the Executive covenants and
agrees that he will not, after termination of employment with the
Employer, directly or indirectly solicit for employment or retain
or hire any employees of the Employer.
No provision contained in this paragraph shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement December 3 to December 2 of the higher
of $500,000 or the base salary at the end of the immediately
preceding year of this Agreement. Such base salary shall be
payable at least monthly and shall be increased as determined (in
its sole discretion) by Employer. In addition, for the fiscal
year ending June 30, 2002, the Employer agrees to pay the
Executive an annual incentive (payable in September 2002) of not
less than $125,000.
As additional consideration for his services hereunder,
contemporaneously with the commencement of this Agreement, the
Employer agrees to grant to the Executive a Restricted Stock
Grant covering 25,000 shares of Common Stock of the Employer.
Vesting of this stock grant will occur as follows: 10,000 shares
on the second anniversary of the date of grant, 5,000 shares on
the third anniversary of the date of grant, 5,000 shares on the
fourth anniversary of the date of grant, and 5,000 shares on the
fifth anniversary of the date of grant.
Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Supplemental Executive Retirement Plan
("SERP"), the Standex Retirement Savings Plan and in such other
benefit plans and programs as are made available from time to
time to executives of the Employer. Executive shall be entitled
to use an automobile furnished at the expense of Employer in
accordance with Employer's policy on this subject, as such policy
shall be revised from time to time.
6. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
C. Material Breach. In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated for
cause on 90 days written notice, provided, however, that
termination by Employer for material breach following a change of
control, as defined in Section 15, shall be effective only upon
twelve (12) months prior written notice. Employer may remove
Executive from all duties and authority commencing on the first
day of any such notice period, however, payment of compensation
and participation in all benefits shall continue through the last
day of such notice period. For purposes of this Agreement
material breach or cause shall be defined as:
(i) an act or acts of
dishonesty on the Executive's part which are intended
to result in his substantial personal enrichment at
the expense of the Employer; or
(ii) the Executive willfully, deliberately and continuously
fails to materially and substantially perform his
duties hereunder and which result in material injury
to the Employer (other than such failure resulting
from the Executive's incapacity due to physical or
mental disability) after demand for substantial
performance is given by the Employer to the Executive
specifically identifying the manner in which the
Employer believes the Executive has not materially and
substantially performed his duties hereunder.
Material breach or cause does not include performance
related evaluations by Employer.
No action, or failure to act, shall be considered "willful" if it
is done by the Executive in good faith and with reasonable belief
that his action or omission was in the best interest of the
Employer.
D. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
Employer also agrees to pay Executive's legal fees directly
related to the revision and modification of this Employment
Agreement; provided however, that in no event shall the Employer
pay more than $5,000 for such legal fees and related expenses.
All such legal fees payable by the Employer shall be fully and
completely documented identifying each service provided and a
breakdown of the time and dates on which such services were
performed.
7. Notices. Any notice to be given pursuant to this
Agreement shall be sent by overnight mail, certified mail,
postage prepaid, or by fax (with a copy mailed via first class
mail, postage pre-paid) or delivered in person to the parties at
the following addresses or at such other address as either party
may from time to time in writing designate:
To Executive: Xxxxx Fix
0000 Xxxxx Xxxxx
Xxxx Xxxxx, XX 00000
To Employer: Standex International Corporation
0 Xxxxx Xxxxxxx
Xxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
8. Invention and Trade Secret Agreement. Executive agrees
that the Invention and Trade Secret Agreement dated December 3,
2001 by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy that Employer may have.
10. Survival. The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
11. Covenants Severable. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
12. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) that may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
13. Assignment. This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.
14. Severance. Except in the event of a termination for
cause pursuant to Section 6.C. above; or a Change of Control as
governed by Section 15 below, the Executive will be entitled to
the following severance payments:
(i) If the Executive's employment is terminated by the
Employer on or before December 2, 2002, without
cause, and the Executive has not completed
relocation of his principal residence by September
1, 2002, the Executive will receive an aggregate
severance payment equal to his then current base
salary payable semi-monthly commencing on the first
regularly scheduled payroll date following the date
of termination and continuing for a period of one
year, and coincident with the severance period, one
year of medical and dental insurance coverage as is
then being offered to salaried employees at the
Employer's Salem, New Hampshire location; or
(ii) If the Executive completes relocation of his
principal residence by September 1, 2002 as provided
in Section 16 below, the Executive is not promoted
to the position of President/CEO of the Employer by
January 1, 2003 and the Executive thereafter elects
to terminate this Agreement, the Executive will
receive an aggregate severance payment equal to his
then current base salary, payable semi-monthly,
commencing on the first regularly scheduled payroll
date following the date of termination and
continuing for a period of two years, and coincident
with the first year of the severance period, one
year of medical and dental insurance coverage as is
then being offered to salaried employees at the
Employer's Salem, New Hampshire location; or
(iii) If the Executive's employment is terminated by the
Employer on or after December 3, 2002, without
cause, the Executive will receive an aggregate
severance payment equal to his then current base
salary, payable semi-monthly, commencing on the
first regularly scheduled payroll date following the
date of termination and continuing for a period of
two years, and coincident with the first year of the
severance period, one year of medical and dental
insurance coverage as is then being offered to
salaried employees at the Employer's Salem, New
Hampshire location.
It is understood and agreed that in the event of a
termination pursuant to Section 6.C., at any time during either
the Initial Term or the Renewal Term of this Agreement, or in the
event that the Employee terminates this Agreement for a reason
other than those set forth Section 6.A. or 6.B., or 14(ii) above,
the Employee shall not be entitled to severance under this
Agreement.
15. Change of Control.
A. In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of Regulation 14A
of the Securities Exchange Act of 1934:
(i) Employer may terminate Executive's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii) Executive may terminate his employment at any time if
there is a change in his general area of responsibility, title or
place of employment, or if his salary or benefits are lessened or
diminished.
B. Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal malfeasance in
office, then:
(i) Executive shall be promptly paid a lump sum payment equal to
three times his current annual base salary plus three times the
most recent annual incentive paid to him;
(ii) Executive shall become 100% vested in all benefit plans
in which he participates including but not limited to the Standex
Retirement Savings Plan, the Management Savings Program portion
of the Standex Annual Incentive Program and all restricted stock
grants, stock options and performance share units granted under
the Standex Long Term Incentive Program and any other stock
option plans of the Employer;
(iii) Three years of benefit service shall be added to the
years of service credited to Executive under the Standex
Retirement Plan;
(iv) The salary and incentive paid under Section 14.B.(i)
shall be deemed the Executive's compensation during such three
additional years for purposes of the computation of his pension
under the Standex Retirement Plan;
(v) All life insurance and medical plan benefits covering the
Executive and his dependents shall be continued at the expense of
Employer for the three-year period following such termination as
if the Executive were still an employee of the Employer; and
(vi) In the event that any payment or distribution of any
type to or for the benefit of the Executive made by the Employer,
by any of its affiliates, by any person or entity which acquires
ownership or effective control or ownership of a substantial
portion of the Employer's assets within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, and all
related regulations or any similar federal tax that may
hereinafter be imposed, whether paid or payable or distributed or
distributable pursuant to this Agreement or otherwise
(collectively called the "Total Payments"), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, and all related regulations or any
similar federal tax that may hereinafter be imposed or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive from the Employer an
additional payment (an "Excise Tax Restoration Payment") in an
amount that shall fully fund the payment by the Executive of any
Excise Tax on the Total Payments as well as any income taxes
imposed on the Excise Tax Restoration Payment, any Excise Tax
imposed on the Excise Tax Restoration Payment and any interest or
penalties imposed with respect to taxes on the Excise Tax
Restoration Payment or any Excise Tax. If the Employer refuses
or fails to timely pay the Excise Tax Restoration Payment to the
Executive without a good faith lawful justification and such
refusal or failure is not corrected within twenty (20) business
days after the Executive provides written notice to the Employer
concerning the refusal or failure, then the Employer shall
immediately pay to the Executive an additional amount equal to
75% of the Executive's last annual base salary as a late fee for
the Employer's late payment of the Excise Tax Restoration
Payment. The Employer shall furnish to the Executive a written
statement setting forth in detail the manner in which the Excise
Tax Restoration Payment was calculated and the basis for such
calculations, including any opinions or other advice that the
Employer received from outside counsel, auditors or consultants.
Notwithstanding the foregoing, it is the express intent and
desire of the parties that if the Total Payments would trigger an
Excise Tax, then the Executive shall be entitled to promptly
receive such additional monetary compensation from the Employer
as may be necessary to ensure that the Executive's net after tax
benefit of the Total Payments would be the same as if no Excise
Tax had been imposed upon the Total Payments. In the event of any
dispute between the Executive and the Employer involving the
Excise Tax Restoration Payment, the matter shall be promptly
submitted to binding arbitration on an expedited basis before a
mutually acceptable arbitrator at a national accounting firm.
16. Executive's Residence. Executive agrees to sign a
contract to either purchase or to build a residence in the
vicinity of Salem, NH by or before September 1, 2002. If
Executive's employment is terminated by Employer prior to the end
of the first year of the Initial Term, or if Executive does not
become the CEO of Employer by January 1, 2003, at Executive's
option, the Employer shall purchase such residence at the
purchase price paid by Executive. If Executive's employment is
terminated by Employer after September 1, 2002 and Executive has
not (i) signed a contract to purchase such a residence, and (ii)
used his best efforts to complete the closing of the purchase by
September 1, 2002, the severance package will be pursuant to the
provisions set forth in Section 14(i) above.
17. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President/CEO
ATTEST:
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Secretary
/s/Xxxxxx Xxxxxxxx /s/Xxxxx Fix
Witness Xxxxx Fix
