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Exhibit 10.08
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is entered into this the 5th day of September,
1997, by and between XXXXXXX X. XXXXXXX, "Employee," and DENALI HOLDINGS, INC.,
"Company."
PREMISES
The services of the Employee, his experience and knowledge of
the affairs of the Company, and his reputation in the industry are extremely
valuable to the Company.
The Company desires the Employee to remain in its service and
wishes to receive the benefit of his knowledge, experience and reputation.
The Company is willing to retain the Employee's services by
offering certain benefits to the Employee's wife after his disability or death.
In consideration of the premises and the mutual covenants and
agreements herein contained, the Company and the Employee agree as follows:
ARTICLE I
Continuation of Employment
The Employee shall continue in the employ of the Company, upon
the same terms as currently engaged, subject to the provisions hereof.
ARTICLE II
Payments Upon Death or Disability of the Employee
Commencing with the date of disability or death of the
Employee, the Company shall pay the Employee's wife an annual sum equal to
Employee's annual salary (not including annual or incentive bonus) at the date
of his disability or death to be payable in monthly installments upon the last
business day of each month. The Company shall continue to make such payments
to Employee's wife for a period of three years; subject, however, to the
following:
(a) Upon the death of the Employee's wife, the Company shall have
no liability to continue any payments beyond the last business day of the month
in which she dies.
(b) If the Employee dies or is disabled and his wife is not then
living, the Company shall not be required to make any payments hereunder.
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ARTICLE III
Insurance Upon Death or Disability of the Employee
Commencing with the date of disability or death of the
Employee, the Company shall offer to Employee's wife and family health
insurance comparable to employee's health insurance at the date of his
disability or death. The Company shall continue to make available such
insurance to Employee's wife for a period of three years and, to the extent not
precluded by law or the terms of the policy, shall pay all premiums related
thereto; subject, however, to the following:
(a) Upon the death of the Employee's wife, the Company shall have
no liability to continue any insurance beyond the last business day of the
month in which she dies.
(b) If the Employee dies or is disabled and his wife is not then
living, the Company shall not be required to make available such insurance.
ARTICLE IV
Termination of Employment
In the event that the Employee leaves the employ of the
Company for reason other than his death or physical or mental disability, this
agreement shall terminate.
ARTICLE V
Term
This agreement shall expire on August 31, 1999, unless the
same is renewed, extended or modified from and after that date by the Board of
Directors of the Company. On termination of this Agreement pursuant to this
Article, the benefits and other provision contained in Article II and Article
III hereof shall remain in force and effect thereafter, provided that the three
year period for benefits shall be amended to provide for benefits from the date
of disability or death of the Employee to September 5, 2002.
ARTICLE VI
Nonassignability
This agreement and the rights, interest, and benefits hereunder
shall not be assigned, transferred, pledged, sold, conveyed, or encumbered in
any way by the Employee, his wife, or his widow, and shall not be subject to
execution, attachment or similar process. Any attempted sale, conveyance,
transfer, assignment, pledge or encumbrance of this agreement or
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of such rights, interest and benefits contrary to the foregoing provisions or
the levy of any attachment or similar process thereupon shall be null and void
and without effect.
ARTICLE VII
Binding Effect
This agreement shall be binding upon and inure to the benefit
of any successor of the Company, and any such successor shall be deemed
substituted for the Company under the terms of this agreement. As used in this
agreement, the term "successor" shall include any person, firm, corporation, or
other business entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the assets or business of the
Company.
Executed by the Company and the Employee as of the day and the
year first above written.
DENALI HOLDINGS, INC.
By: /s/ X. XXXX XXXXXXX
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X. Xxxx Xxxxxxx
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Employee
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