Exhibit 10(c)
EMPLOYMENT AGREEMENT
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THIS AGREEMENT made as of the 1st day of October, 1975, and amended
January 9, 1987 as of the 1st day of October 1986 and October 22, 1997 as of
the 1st day of October, 1997, by and between XXXXXXX ELECTRIC CO., a Missouri
corporation ("Emerson") and XXXXXXX X. XXXXXX ("Employee"),
WITNESSETH THAT:
WHEREAS, Employee presently is Chairman of the Board and Chief
Executive Officer of Emerson and possesses executive skills and experience
which Emerson believes are of substantial value and important to the success of
Xxxxxxx'x business operations; and
WHEREAS, Emerson and Employee desire to provide for the terms and
conditions upon which Employee will continue in the employ and service of
Emerson,
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein set forth, the parties hereto agree as follows:
1. Employment and Duties. Emerson hereby employs Employee, and
Employee agrees to continue in the employ of Emerson, for the term herein
specified (the "Employment Term"). During the Employment Term Employee shall
serve Emerson in a senior executive capacity, shall perform such duties as may
be assigned to him by the Board of Directors of Emerson and shall devote his
full time, attention and effort to the business and affairs of Emerson.
2. Term. Subject to Section 4 below, the Employment Term shall be
initially a six (6) year period commencing October 1, 1975 and ending
September 30, 1981, provided, however, that on September 30, 1976 and on each
September 30 thereafter the Employment Term shall be extended automatically
one (1) additional year, unless prior to September 30 of any year Emerson shall
give notice to Employee in writing that the Board of Directors of Emerson has
elected not to have the Employment Term extended for any further period. If
such notice is given, the Employment Term shall then be limited to the balance
of the year in which such notice is given plus the next succeeding five years.
The word "year" as used herein shall mean the twelve month period
commencing October 1 and ending the next succeeding September 30.
3. Compensation. In consideration of his services, Employee shall
receive during the Employment Term a base salary at the rate of not less than
Nine Hundred Thousand Dollars ($900,000) per year, payable in substantially
equal installments in accordance with Xxxxxxx'x usual paying practices, but not
less frequently than monthly, and shall be eligible for annual bonus payments
under Xxxxxxx'x annual executive extra salary plan as determined annually by
the Compensation and Human Resources Committee of the Board of Directors of
Emerson, consistent with the scope of Employee's responsibilities and
performance for such year. In addition, Employee shall participate in
Xxxxxxx'x group insurance, hospitalization, pension and other benefit plans
and programs applicable generally to employees of Emerson, and in any fringe
benefit programs presently existing or hereafter adopted for the benefit of
executive employees of Emerson. In the event that any of such programs
require future action by the Board of Directors of Emerson or a Committee of
such Board, as in the case of future stock option grants, Employee shall be a
candidate for participation in such programs on the basis applicable to other
executive employees of Emerson. Emerson may from time to time also consider
the award of other forms of compensation to Employee. At the time any such
award is proposed to be made, Employee shall have the right to elect to defer
all or part thereof (a) until the following January 2nd, (b) to some other
date certain, (c) for a stated number of years or (d) until his termination of
employment, on such terms and conditions as shall be agreed at the time of
such election.
4. Effect of Termination of Employment. The Employment Term and,
except as provided in Section 5, Employee's right to compensation (including
benefits) as provided for herein shall terminate only (a) upon the expiration
of the Employment Term pursuant to Section 2, (b) if Employee shall die during
the Employment Term, (c) if Employee shall voluntarily Retire (as defined
below), (d) if Employee shall voluntarily terminate his employment hereunder
other than in a Retirement, or (e) if Employee's employment is terminated for
cause during the Employment Term.
No termination of Employee's employment shall be deemed to have been a
termination for cause unless such termination is for or on account of (i) a
willful failure or refusal of Employee to perform his employment duties and
obligations hereunder; (ii) any fraud, embezzlement or other dishonesty of
Employee adversely affecting Emerson or any of its subsidiaries, or (iii) the
conviction of Employee of a felony committed otherwise than in the performance
by him of services on behalf of Emerson.
Employee's right to compensation shall not be limited or affected by
any illness or disability of Employee, or on account of any accident or other
event which either temporarily or permanently, or wholly or partially, shall
prevent Employee from performing his employment duties hereunder.
For purposes of this agreement, Employee shall be deemed to "Retire"
upon the later to occur of (i) his ceasing (with the consent or as a result
of the action of the Board of Directors, other than by reason of termination
for cause) to be Chief Executive Officer of Emerson and (ii) his ceasing to be
Chairman of the Board of Emerson. Employee's Retirement shall be deemed
voluntary if he consents in writing to both (i) and (ii) above. Employee's
involuntary Retirement, including by reason of his resignation following the
occurrence of either of (i) or (ii) above without his written consent, shall
not constitute a willful failure of Employee to perform his employment duties
hereunder and in such event the compensation of Employee (including benefits)
shall continue for the balance of the Employment Term on the same basis as then
in effect.
Upon Employee's Retirement he shall be entitled to immediate
commencement of retirement benefits under the Emerson Supplemental Executive
Retirement Plan and upon Employee's Retirement or death during the Employment
Term any and all awards, participations and coverages held by or with respect
to Employee under any other agreements with or plans or programs of Emerson
(including without limitation any options or other stock-based compensation as
well as coverage under Xxxxxxx'x split dollar insurance program, but not
including welfare programs of general application only to active employees of
Emerson) shall become non-forfeitable, and shall be payable or settled in
accordance with their terms as if Employee's employment with Emerson had not
terminated (or, if earlier, upon Employee's (or his estate's or
beneficiaries') recognition of taxable income in connection therewith), except
to the extent Employee shall direct, or reserve the right to direct, that any
payment not be made.
5. Consulting. Employee agrees that commencing upon Retirement he
will provide consulting services and advice to Emerson when and as requested
by the Chief Executive Officer or by the Board of Directors of Emerson until
the first to occur of notice to Employee by the Board of Directors given after
the fifteenth anniversary of Employee's Retirement that such services are no
longer needed, Employee's death or Employee's notice to the Board of Directors
of the termination of this consulting agreement (the "Consulting Term"). In
no event shall such services and advice exceed 30 days per year. In
consideration of such services, Emerson shall pay employee a daily consulting
fee, for the days he renders such services, equal to his daily salary rate at
the time of his Retirement, and shall provide Employee continued access during
the Consulting Term to Xxxxxxx'x facilities and services comparable to those
provided to him prior to his Retirement, including club memberships, financial
planning and access to Xxxxxxx'x aircraft, car and driver, on the same basis as
such facilities and services were provided to Employee prior to his
Retirement. Emerson shall also reimburse Employee, upon the receipt of
appropriate documentation, for reasonable expenses which he incurs in
providing such consulting services at the request of the Chief Executive
Officer or the Board of Directors of Emerson. During the Consulting Term
Employee shall be an independent contractor.
6. Non-Disclosure and Non-Compete Agreements. Employee agrees that he
will not disclose to any other firm or person any of Xxxxxxx'x or Xxxxxxx'x
subsidiaries' trade secrets or any confidential information relating to its or
their business. Employee further agrees that, upon the expiration of the
Employment Term (but excepting any period following a termination by Emerson
without cause), he will not enter the employ of, or have any material interest
in, directly or indirectly, any business in this country in competition with
Emerson or any of it subsidiaries, for a period of two (2) years from the date
of such expiration or, if longer, at any time during the Consulting Term.
7. Miscellaneous. Neither this Agreement nor any rights hereunder
shall be assignable by either party hereto.
This Agreement supersedes and replaces that certain Employment Contract
between the parties hereto dated January 1, 1973.
This Agreement shall be construed and interpreted under the laws of
Missouri.
IN WITNESS WHEREOF, the parties have executed this Agreement, as
amended, this 22nd day of October, 1997.
XXXXXXX ELECTRIC CO.
By /s/ Xxxxxx X. Xxxxxx, Xx.
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"Emerson"
Chairman, Compensation and
Human Resources Committee
/s/ Xxxxxxx X. Xxxxxx
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"Employee"
