Exhibit 10.32
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of the
23rd day of August 1999, by and between Xxxxxxxx Corporation, a Missouri
corporation ("Xxxxxxxx"), and Xxxxx X. Xxxx, an individual ("Employee").
WHEREAS, Xxxxxxxx currently employs Employee as Vice
President of Xxxxxxxx and President of Angelica's Life Uniform and Shoe
Shops Business Segment and Xxxxxxxx and Employee wish to more
specifically define the terms and conditions of Employee's employment
with Xxxxxxxx in this Agreement.
NOW THEREFORE, in consideration of the mutual promises
herein contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
(a) "ANNUAL BASE SALARY" means the base salary set
forth in Section 3.3 of this Agreement, as it shall be
increased from time to time in the discretion of the
Board or the Compensation and Organization Committee
of the Board.
(b) "BOARD" means the Board of Directors of
Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual,
entity or group, or a Person (within
the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange
Act") of ownership of 20% or more of
either (a) the then outstanding shares
of common stock of Xxxxxxxx (the
"Outstanding Xxxxxxxx Common Stock") or
(b) the combined voting power of the
then outstanding voting securities of
Xxxxxxxx entitled to vote generally in
the election of directors (the
"Outstanding Xxxxxxxx Voting Securities");
or
(ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent
Board") cease for any reason to
constitute at least a majority of the
Board; provided, however, that any
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individual becoming a director
subsequent to the date hereof whose
election, or nomination for election by
Angelica's stockholders, was approved
by a vote of at least a majority of the
directors then comprising the Incumbent
Board shall be considered as though
such individual were a member of the
Incumbent Board, but excluding, as a
member of the Incumbent Board, any such
individual whose initial assumption of
office occurs as a result of either an
actual or threatened election contest
(as such terms are used in Rule l4a-11
of Regulation l4A promulgated under the
Exchange Act) or other actual or
threatened solicitation of proxies or
consents by or on behalf of a Person
other than the Board; or
(iii) Approval by the stockholders of
Xxxxxxxx of a reorganization, merger or
consolidation, in each case, unless,
following such reorganization, merger
or consolidation, (a) more than 50% of,
respectively, the then outstanding
shares of common stock of the
corporation resulting from such
reorganization, merger or consolidation
and the combined voting power of the
then outstanding voting securities of
such corporation entitled to vote
generally in the election of directors
is then beneficially owned, directly or
indirectly, by all or substantially all
of the individuals and entities who
were the beneficial owners, respectively,
of the Outstanding Xxxxxxxx Common Stock
and Outstanding Xxxxxxxx Voting Securities
immediately prior to such reorganization,
merger or consolidation in substantially
the same proportions as their ownership,
immediately prior to such reorganization,
merger or consolidation, of the Outstanding
Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities, as the case
may be, (b) no Person beneficially owns,
directly or indirectly, 20% or more of,
respectively, the then outstanding shares
of common stock of the corporation resulting
from such reorganization, merger or consolidation
or the combined voting power of the then
outstanding voting securities of such corporation,
entitled to vote generally in the election of
directors and (c) at least a majority of the
members of the board of directors of the
corporation resulting from such reorganization,
merger or consolidation were members of the
Incumbent Board at the time of the execution
of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the stockholders of
Xxxxxxxx of (a) a complete liquidation
or dissolution of Xxxxxxxx or (b) the
sale or other disposition of all or
substantially all of the assets of
Xxxxxxxx, other than to a corporation,
with respect to which following such
sale or other disposition, (1) more
than 50% of, respectively, the then
outstanding shares of common stock of
such corporation and the combined
voting power of the then outstanding
voting securities of such corporation
entitled to vote generally in the
election of directors is then
beneficially owned, directly or
indirectly, by all or substantially all
of the individuals and entities who
were the beneficial owners, respectively,
of the Outstanding Xxxxxxxx Common Stock
and Outstanding Xxxxxxxx Voting Securities
immediately prior to such sale or other
disposition in substantially the same
proportion as their ownership, immediately
prior to such sale or other disposition, of
the Outstanding Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting Securities,
as the case may be, (2) no Person
beneficially owns, directly or indirectly,
20% or more of, respectively, the then
outstanding shares of common stock of such
corporation and the combined voting
power of the then outstanding voting
securities of such corporation entitled
to vote generally in the election of
directors and (3) at least a majority
of the members of the board of directors
of such corporation were members of the
Incumbent Board at the time of the execution
of the initial agreement or action of the Board
providing for such sale or other disposition of
assets of Xxxxxxxx.
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(d) "DATE OF TERMINATION" means a date that a
Notice of Termination is received by the party to
whom such notice is being given, unless the party
giving the Notice of Termination specifies another
date in the Notice of Termination (which date shall
not be more than 30 days after giving of such Notice
of Termination) or, alternatively, the last day of any
Term in the event that a Notice of Non-Renewal is
delivered by either party in accordance with Section
2.1 of this Agreement.
(e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS"
means:
(i) when used with reference to the stock
or other equity interests of the
Operating Line of Business that is or
becomes a separate corporation, limited
liability company, partnership or other
business entity, the sale, exchange,
transfer, distribution or other
disposition of the ownership, either
beneficially or of record or both, by
Xxxxxxxx of more than 50% of either (a)
the then outstanding shares of common
stock (or the equivalent equity
interests) of such Operating Line of
Business, or (b) the combined voting
power of the then outstanding voting
securities of such Operating Line of
Business entitled to vote generally in
the election of the Board or the
equivalent governing body of the
Operating Line of Business;
(ii) when used with reference to the merger
or consolidation of the Operating Line
of Business that is or becomes a
separate corporation, limited liability
company, partnership or other business
entity, any such transaction that
results in Xxxxxxxx owning, either
beneficially or of record or both, less
than 50% of either (a) the then
outstanding shares of common stock (or
the equivalent equity interests) of
such Operating Line of Business, or (b)
the combined voting power of the then
outstanding voting securities of such
Operating Line of Business entitled to
vote generally in the election of the
Board or the equivalent governing body
of the Operating Line of Business; or
(iii) when used with reference to the assets
of the Operating Line of Business, the
sale, exchange, transfer, liquidation,
distribution or other disposition of
assets of such Operating Line of
Business (a) having a fair market value
(as determined by the Incumbent Board)
aggregating more than 50% of the
aggregate fair market value of all of
the assets of such Operating Line of
Business as of the Triggering
Transaction Date, (b) accounting for
more than 50% of the aggregate book
value (net of depreciation and
amortization) of all of the assets of
such Operating Line of Business, as
would be shown on a balance sheet for
such Operating Line of Business,
prepared in accordance with generally
accepted accounting principles then in
effect, as of the Triggering
Transaction Date; or (c) accounting for
more than 50% of the net income of such
Operating Line of Business, as would be
shown on an income statement, prepared
in accordance with generally accepted
accounting principles then in effect,
for the 12 months ending on the last
day of the month immediately preceding
the month in which the Triggering
Transaction Date occurs.
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(f) "EFFECTIVE DATE" means the date of this Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on
the Effective Date and ending on the Date of Termination.
(h) "GOOD CAUSE" means, when used in connection
with the termination of Employee's employment with
Xxxxxxxx by Xxxxxxxx, a termination based upon (i)
Employee's willful and continued failure to
substantially perform his duties with Xxxxxxxx (other
than as a result of incapacity due to physical or
mental condition), after a written demand for
substantial performance is delivered to Employee by
Xxxxxxxx, which specifically identifies the manner in
which Employee has not substantially performed his
duties; (ii) Employee's commission of an act
constituting a criminal offense involving moral
turpitude, dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of this
Agreement.
(i) "GOOD REASON" means, when used in connection
with the termination of Employee's employment with
Xxxxxxxx by Employee, a termination based upon the
following reasons:
(i) the assignment to Employee of any
duties inconsistent in any respect with
Employee's position (including status,
offices, titles and reporting
requirements), authority, duties and
responsibilities as contemplated by
this Agreement or any other action by
Xxxxxxxx which results in a material
diminution in such position, authority,
duties or responsibilities, excluding
for this purpose any action not taken
in bad faith which is remedied by
Xxxxxxxx promptly after receipt of
notice by Xxxxxxxx thereof given by
Employee;
(ii) (A) the failure by Xxxxxxxx to continue
in effect any benefit or compensation
plan, stock ownership plan, life
insurance plan, health and accident
plan or disability plan to which
Employee is entitled, provided that
Xxxxxxxx may amend, modify or replace
such plans as long as the Employee is
entitled to benefits under the amended,
modified or replaced plan or plans that
are substantially similar to those of
the plan or plans so amended, modified
or replaced; (B) the taking of any
action by Xxxxxxxx which would adversely
affect Employee's participation in, or
materially reduce Employee's benefits
under, any plans in which Employee is then
currently participating; or (C) the failure
of Xxxxxxxx to provide Employee with paid
vacation to which Employee is entitled;
(iii) a material breach by Xxxxxxxx of any
provision of this Agreement;
(iv) a purported termination by Xxxxxxxx of
Employee's employment otherwise than
specifically permitted by this Agreement; or
(v) in connection with a Triggering Transaction
(as set forth in Section 4.2 of this Agreement),
the failure of a successor of Xxxxxxxx expressly
to assume and agree to perform this Agreement
pursuant to the provisions of Section 6.4 of
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this Agreement prior to a Triggering
Transaction; provided, however, that a
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termination of employment by Employee:
(A) subsequent to an express assumption
and agreement to perform this Agreement
by such successor on or after a
Triggering Transaction Date or (B)
subsequent to a date that is two years
after a Triggering Transaction Date,
shall not be deemed to be for "Good
Reason" under this subsection.
(j) "NOTICE OF TERMINATION" means a written
notice by either party of such party's desire to
terminate Employee's employment with Xxxxxxxx, which
notice (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of Employee's employment under the
provision so indicated, and (iii) if the Date of
Termination is other than the date of receipt of such
Notice, specifies the Date of Termination (which date
shall not be more than 30 days after the giving of
such Notice). The failure by Employee or Xxxxxxxx to
set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good
Cause or Good Reason shall not waive any right of
Employee or Xxxxxxxx hereunder or preclude Employee or
Xxxxxxxx from asserting such fact or circumstance in
enforcing Employee's or Angelica's rights hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written
notice by either party to this Agreement of such
party's desire not to allow the Term of the Agreement
to automatically renew at the end of the then-current
Term for another Term, thus having the effect of
terminating the Agreement at the end of the then-
current Term.
(l) "OPERATING LINE OF BUSINESS" means Angelica's
Life Uniform and Shoe Shops Business Segment which
operates specialty retail stores, either as a division
or as a separate subsidiary or subsidiaries, primarily
for a clientele of nurses and other health care
professionals.
(m) "TERM" means, initially a two-year period
commencing on the Effective Date and ending on the
date of the second anniversary of the Effective Date,
and, if renewed in accordance with Section 2.1 of this
Agreement, shall mean a one-year period commencing on
the particular anniversary date of the Effective Date
and ending on the date one year after such commencing
anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change
in Control of Xxxxxxxx, or (ii) a Disposition of the
Operating Line of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the
date that the Triggering Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for two years commencing on the
Effective Date, subject to automatic renewal for a Term of an additional
one year commencing immediately upon the end of the initial Term or the
then-current renewal
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Term, as the case may be, unless either party to this Agreement gives a
Notice of Non-Renewal to the other party not later than 30 days prior to
the end of the initial Term or the then-current renewal Term, as the
case may be. In the event that such a Notice of Non-Renewal is given as
set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to
this Agreement may terminate Employee's Employment Period (and
Employee's employment with Xxxxxxxx) at any time during the Term by
giving the other party a Notice of Termination to the other party,
without any liability except as specified in Section 4 of this
Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the
employ of Xxxxxxxx throughout the Employment Period in accordance with
the terms and provisions of this Agreement. This Agreement shall remain
in full force and effect notwithstanding subsequent changes in
Employee's compensation, location of employment, duties or authority or
any changes in the identity of the corporation to which Employee's
compensation is charged, provided that said corporation is a subsidiary
or affiliate of Xxxxxxxx and provided further that certain of such
changes may constitute Good Reason for purposes of this Agreement.
3.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs
Employee and Employee hereby accepts such employment as Vice President
of Xxxxxxxx and President of Angelica's Life Uniform and Shoe Shops
Business Segment, subject to the reasonable directions of the Chief
Executive Officer of Xxxxxxxx and the Board. Employee shall have such
authority and shall perform such duties as are specified in the Bylaws
of Xxxxxxxx for the office and position to which he has been appointed
hereunder and shall so serve, subject to the control exercised by the
Chief Executive Officer of Xxxxxxxx and the Board from time to time.
Employee agrees to devote such of his time, attention and energy to the
business of Xxxxxxxx as may be required to perform the duties and
responsibilities assigned to him to the best of his ability and with
reasonable diligence.
3.3 COMPENSATION. Employee's initial base salary under
this Agreement will be $175,000 per annum, payable in accordance with
Angelica's current payroll practices. In addition to the Annual Base
Salary, Employee shall be awarded the opportunity to earn an incentive
compensation on an annual basis ("Incentive Compensation") under the
Incentive Compensation Plan or any incentive compensation plan which is
generally available to other similarly situated executives of Xxxxxxxx.
The Incentive Compensation during the first year of the Employment
Period shall range from 0 to 50% of Employee's Annual Base Salary. The
Incentive Compensation which Employee will have an opportunity to earn
shall be reviewed at least annually and may be adjusted at the
discretion of the Chief Executive Officer of Xxxxxxxx and the Board,
dependent upon Employee's performance and in accordance with Angelica's
policies. The Incentive Compensation to be paid Employee during the
first twelve (12) months of the Employment Period shall not be less than
$60,000 (with said amount being pro-rated between Angelica's fiscal
years 2000 and 2001 i.e. approximately 5/12 of said amount paid for
fiscal year 2000 and the remainder paid for fiscal year 2001).
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3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is
eligible to receive stock-based awards or grants under Angelica's 1994
Performance Plan or 1999 Performance Plan, including stock options,
restricted stock and performance awards, from time to time, in the
discretion of the Compensation and Organization Committee or the Board
of Xxxxxxxx. Xxxxxxxx agrees to recommend to the Compensation and
Organization Committee of the Board that a grant be made to Employee of
an option for 12,000 shares of Xxxxxxxx common stock under Angelica's
1994 Performance Plan, such grant to be effective August 23, 1999 and on
terms and conditions similar to grants made to employees in comparable
positions.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN.
Employee is eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the
"401(k) Plan"), based upon current eligibility requirements and subject
to the terms and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible
to participate in Angelica's "defined benefit" Pension Plan, based on
current eligibility requirements and subject to the terms and conditions
of such plan.
3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is
eligible to participate in Angelica's Supplemental Plan at an assigned
formula rate of 30% and otherwise based upon current eligibility
requirements and subject to the terms and conditions of such plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end of
the initial Term or prior to the end of any subsequent renewal Term, as
the case may be, (a) by Xxxxxxxx without Good Cause or (b) by Employee
for Good Reason, then upon the negotiation and execution of a mutually
acceptable settlement and release agreement by Xxxxxxxx and Employee, in
addition to any accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies, Xxxxxxxx shall pay Employee
an amount equal to Employee's then-current Annual Base Salary. Said
amount shall be paid in equal, semi-monthly payments, less applicable
taxes, withholdings and standard deductions. In the case of a
termination of Employee's employment with Xxxxxxxx not in connection
with a Triggering Transaction for any reason other than as stated in
this Section 4.1 above, Employee shall be entitled only to accrued
salary and other payments owed to Employee under Angelica's other
benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a)
a Triggering Transaction occurs during the Employment Period and within
two years after the Triggering Transaction Date (i) Xxxxxxxx shall
terminate Employee's employment with Xxxxxxxx without Good Cause, or
(ii) Employee shall terminate employment with Xxxxxxxx for Good Reason,
or, alternatively, (b) if one of the above-described terminations of
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employment occurs within the six-month period prior to the earlier of
(i) a Triggering Transaction or (ii) the execution of a definitive
agreement or contract that eventually results in a Triggering
Transaction, then, in addition to any accrued salary and other payments
owed to Employee under Angelica's other benefit plans and policies,
Xxxxxxxx shall pay to Employee an amount equal to
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2.99 times Employee's then-current Annual Base Salary, in a lump-sum
payment, after either (y) the Date of Termination, in the case where the
sequence of the requisite events is as set forth in subsection (a) above
or (z) the Triggering Transaction Date, in the case where the sequence
of the requisite events occurred as set forth in subsection (b) above
(the relevant date for purposes of entitlement to the benefits set forth
in this Section 4.2 is hereinafter referred to as the "Entitlement
Date"). In addition, at the Entitlement Date, to the extent not
otherwise provided for under the terms of Angelica's stock option plans
or Employee's stock option agreements, all stock options held by
Employee that have not expired in accordance with their respective terms
shall vest and become fully exercisable. In the case of any termination
of Employee's employment with Xxxxxxxx in connection with a Triggering
Transaction for any reason other than as stated in this Section 4.2
above, Employee shall be entitled only to accrued salary and other
payments owed to Employee under Angelica's other benefit plans and
policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the
Date of Termination, regardless of whether such termination is by the
action of Employee or Xxxxxxxx or by mutual agreement, Employee shall
not, either for himself or on behalf of any person, firm or corporation
(whether for profit or otherwise) engage in any form of competition with
Xxxxxxxx, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business conducted by the
Operating Line of Business in the United States, Canada or any other
country in which Xxxxxxxx does business. This requirement, however,
will not limit Employee's right to invest in the capital stock or other
equity securities of any corporation, the stock or securities of which
are publicly owned or are regularly traded on any public securities
exchange. In addition, notwithstanding this Section 5.1, if Employee is
terminated by Xxxxxxxx without Good Cause or if Employee terminates his
employment with Xxxxxxxx for Good Reason, then Employee will not be
subject to the restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Xxxxxxxx, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and
trade secrets of Xxxxxxxx or its licensors or customers. Employee
agrees that the maintenance of the proprietary character of such
information and property to the full extent feasible is important and
that for so long as any such confidential information and trade secrets
may remain confidential, secret or otherwise wholly or partially
protectable, either during or after Employee's Employment Period, shall
not use or divulge such confidential information or property except as
permitted or required by the duties of Employee's employment with
Xxxxxxxx. Employee shall not remove any property of a proprietary
nature from Angelica's premises except as required by the duties of
Employee's employment. Employee shall return to Xxxxxxxx upon
termination of his employment with Xxxxxxxx, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Xxxxxxxx.
5.3 NON-DIVERSION. During the Employment Period and for
one year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Xxxxxxxx any trade or business with any customer of Xxxxxxxx
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
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5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that
the period and areas of restriction following the Date of Termination,
as set forth in this Section 5, are reasonably required for the
protection of Xxxxxxxx and its business, as well as the continued
protection of Angelica's employees. If any one or more of the covenants,
agreements or provisions contained herein shall be held to be contrary
to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held
invalid, then such particular covenant, agreement or provision shall be
null and void and shall be deemed separable from the remaining
covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the
length of time or the geographic area set forth herein is deemed too
restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to
the restrictive covenants contained in this Section 5 may as a matter of
course be restrained by equitable or injunctive process issued out of
any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as
set forth in this Section 5 and Angelica's obtaining of injunctive
relief, the period of restrictions set forth herein shall commence from
the date of the issuance of the order which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth
below; provided that all notices to Xxxxxxxx shall be directed to the
attention of the Chief Executive Officer of Xxxxxxxx, or to such other
address as one party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
Notice to Employee
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Xxxxx X. Xxxx
0000 Xxxx Xxxxx Xxxxx X.
Xxxxxxxxxx, Xxxxxxxx 00000
Notice to Xxxxxxxx
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the
failure to assert any right Employee or Xxxxxxxx may have hereunder
shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement and shall not operate or be
construed as a waiver of any subsequent breach of the same provision.
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6.3 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri,
without reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Xxxxxxxx and any such successor
shall be deemed to be substituted for Xxxxxxxx under the terms of this
Agreement. Xxxxxxxx shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Xxxxxxxx to assume
expressly and agree to perform the provisions of this Agreement as if no
such succession had taken place. As used in this Agreement, "Xxxxxxxx"
shall mean Xxxxxxxx as hereinbefore defined or any successor to
Angelica's business and/or assets which assumes and agrees to perform
this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,
discussions or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Chairman, President & CEO
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