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EXHIBIT 10.22
SALARY CONTINUATION AGREEMENT
AGREEMENT made this 26 day of February, 1996, between XXXXXX METALCRAFT
CO., an Illinois corporation (the "Corporation"), and XXXXXXX X. XXXXXX (the
"Employee").
1. Duties. The Corporation has for many years employed the Employee as
its President and Chief Executive Officer. Employee hereby agrees to continue
serving the Corporation in that capacity.
2. Benefit in the Event of Death. In consideration of the Employee's
agreement to continue service with the Corporation, if the Employee dies during
the term of his employment, the Corporation shall pay to his widow, if she
survives him, the sum of his then annual base salary payable in twelve (12)
substantially equal monthly installments commencing one month after the
Employee's death. In the event the Employee's widow survives Employee but dies
prior to receipt of the total number of installments due hereunder, any
remaining installments shall be payable to her estate. If Employee's spouse
does not survive him, the payments shall be made to Employee's estate.
3. Benefit in the Event of Disability. The following provisions shall
be applicable in the event Employee shall become Disabled, as hereinafter
defined, during the term of his employment:
A. Employee shall be considered to be "Disabled" for
purposes of this Agreement when, in the judgment of the board of
directors of the Corporation, Employee has been unable, by reason
of mental or physical incapacity, for a continuous period of
thirty (30) days, to properly perform his duties as President and
Chief Executive Officer. As to any period of time during which
Employee is covered under the terms of an individual or group
disability income insurance policy issued to the Corporation, the
definition of Disabled herein above set forth shall be
disregarded, and Employee shall be considered Disabled only in
the event he has suffered a disability as that term is defined in
such disability income insurance policy. In the event the
Corporation shall be the owner of more than one disability income
insurance policy covering Employee, then the definition of
Disability set forth in the policy most recently acquired by the
Corporation shall be controlling.
B. From and after the date upon which Employee shall
become Disabled, to and including three hundred sixty-five (365)
days thereafter as he shall continue to be Disabled, the Employee
shall be entitled to receive his base compensation which would
otherwise have become due and payable to him during such period.
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C. Any payment required by this section being made to the Employee
while he is Disabled shall be reduced by the amount of any payments made
directly to Employee under the terms of any disability income insurance
policy issued to the Corporation or provided by the Corporation for the
Employee's benefit.
4. Maximum Benefits. The maximum amount of benefits payable pursuant
to this Agreement by the Corporation shall in no event exceed an amount equal
to the Employee's annual base salary in effect at the time the benefit becomes
payable.
5. Continued Employment. Nothing contained herein shall be construed to
be a contract of employment for any term of years, nor as conferring upon the
Employee the right to continue to be employed by the Corporation in any
capacity.
6. Entire Agreement. This Agreement supersedes all other agreements
previously made between the parties relating to its subject matter. There are
no other understandings or agreements.
7. Nonwaiver. No delay or failure by either party to exercise any right
under this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that right or any other right, unless otherwise provided
herein.
8. Headings. The headings of this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
9. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Illinois.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
11. Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of each of the parties and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and date first above written.
XXXXXX METALCRAFT CO.
By: Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
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Its President Xxxxxxx X. Xxxxxx
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