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THIS AGREEMENT made and entered into this 17th day of May 2007, by and
between RONSON CORPORATION, a corporation of the State of New Jersey, having its
principal place of business at Corporate Park III, Campus Drive, Post Office Box
6707, Somerset, New Jersey 08875-6707 (hereinafter called the "Corporation"),
and XXXXX X. XXXXXXX XX, residing at X.X. Xxx 0, Xxxxxxx, Xxx Xxxxxx 00000
(hereinafter called "Xxxxxxx"):
W I T N E S S E T H :
WHEREAS, the November 24, 2003 agreement by its terms expires on
December 31, 2007; and
WHEREAS, the Corporation desires to continue in its employ Xxxxxxx and
Xxxxxxx is willing to accept continued employment with the Corporation in an
executive capacity as General Manager, President and Chief Executive Officer of
all domestic and foreign operations; and
WHEREAS, the Corporation is cognizant of Xxxxxxx'x substantial
contribution to the Corporation's operations and the importance of having him
continue in the discharge of his present duties; and
WHEREAS, the Corporation and Xxxxxxx desire to fix and determine the
terms and conditions of such employment;
NOW, THEREFORE, for and in consideration of the promises and mutual
covenants and agreements herein contained, the parties agree as follows:
1. The Corporation agrees to and does hereby employ Xxxxxxx to
do and perform all duties and services of a managerial and executive
character as General Manager, President and Chief Executive Officer of
the Corporation's manufacturing, marketing, financial and other
operations which may be required of Ronson by the Board of Directors of
the Corporation for a period of two (2) years, beginning January 1,
2008 and ending December 31, 2009. The Corporation further agrees that
this Agreement will continue after December 31, 2009 from year to year
- that is to say: from January 1, 2010 to December 31, 2010 and for
each succeeding year following 2009, subject to the same terms and
conditions herein contained unless the employment shall be terminated
by not less than twelve months prior notice in writing given by either
party to the other, or unless the parties agree to a new employment
contract prior to the expiration date of this Agreement. The earliest
termination date, however, shall be December 31, 2009.
2. Xxxxxxx shall have the general control and management of
the business of the Corporation and all persons employed in or about
the same.
3. Xxxxxxx shall be entitled to four (4) weeks vacation with
full compensation in each year.
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4. Xxxxxxx hereby accepts such employment and agrees that
during the aforementioned period of two (2) years, or extensions
thereof, he will serve the Corporation faithfully and to the best of
his ability, and that during the term of such employment he will devote
his energy and abilities to the fulfillment of the duties and services
to be performed by him, as set forth in this Agreement.
5. For the services to be rendered by Xxxxxxx to the
Corporation during the aforementioned two-year period of his
employment, the Corporation agrees that it will, during the term
hereof:
(a) Pay Xxxxxxx an annual base salary, commencing with January
1, 2008 equivalent to the base salary level in 2007 of $572,991,
payable semi-monthly or at other stated periods as may be mutually
agreed. Said annual base salary shall annually, on January 1, be
increased by three and one-half percent (3 1/2%) providing Ronson
Corporation consolidated has an operating profit the prior year. In the
event Ronson Corporation does not have an operating profit in the
preceding year, then the base salary will be the same as the prior year
without any increase.
(b) Xxxxxxx shall be entitled to all benefits provided by the
Corporation, and he shall be included in the Corporations' Top
Management Incentive Plan (PIE);
(c) Reimburse Xxxxxxx for all ordinary and reasonable expenses
incurred by him in connection with and related to the duties performed
and services rendered to the Corporation by him hereunder;
(d) Make available to Xxxxxxx a suitable automobile for his
use and pay all expenses in connection therewith;
(e) In the event of the death of Xxxxxxx prior to the
expiration of this Agreement, the Corporation will pay to the widow of
Xxxxxxx (or, in the event of her death, to his designated beneficiary
or beneficiaries) the equivalent of two (2) full years' compensation,
including any of the incentive compensation, deferred or otherwise,
that was payable to Xxxxxxx during the year immediately preceding his
death. These sums of money shall be paid in equal quarterly
installments over a period of three (3) years and until these sums of
money have been fully paid and satisfied, interest on any unpaid
balance shall be at the prime interest rate as determined by Citibank,
N.A.
(f) In the event Xxxxxxx, during the term of this Agreement,
is unable to perform his duties because of illness or other reason
beyond his control (other than death), he shall continue to receive
full compensation, payable monthly during the remainder of this
Agreement. If any of the events referred to above takes place in the
last twelve months of this Agreement, then, following the end of the
term of this Agreement, Xxxxxxx shall be
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entitled to receive one full year of additional compensation, payable
monthly, under the terms of this Agreement.
6. In the event of the reorganization, acquisition, merger or
consolidation of the corporation with, or sale of substantially all of
the assets of the corporation to, any other entity (trust, etc.), the
Corporation, or any other successor or entity (trust, etc.) shall
undertake and accept the conditions of this Agreement and the
obligation to continue the employment of Xxxxxxx with such reorganized,
acquired, merged or consolidated corporation in accordance with the
terms and conditions of this Agreement.
7. This Agreement shall be binding upon and inure to the
benefit of Xxxxxxx and his heirs and legal representatives and to the
Corporations or its successors and assignees.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be affixed,
and Xxxxxxx has hereunto set his hand and seal the day and year first above
written.
ATTEST: RONSON CORPORATION
By:
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Xxxxxx X. Xxxxxx, Secretary
WITNESS:
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Xxxxx X. Xxxxxxx XX
