Exhibit 10.01
SEVERANCE ARRANGEMENT
AGREEMENT, dated as of May 13, 2009, between Halifax Corporation
of Virginia, a Virginia corporation (''Company"), and Xxxxxx Xxxxxxx
("Executive"), amending and restating the severance arrangement dated
May 10, 2000.
WITNESSETH:
WHEREAS, Executive has been employed by the Company in a position
of high responsibility and authority and is presently its chief
financial officer, and
WHEREAS, it is in the best interest of the parties hereto that
orderly and equitable provisions be made in the event of termination
of the Executive.
NOW THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. The Company and the Executive agree that the Executive is
employed on an at-will basis. Unless otherwise specifically provided
in a written agreement signed by both the Company and the Executive,
the parties understand that the Executive is employed for no fixed
term or period, that either the Company or the Executive may terminate
the Executive's employment with the Company at any time with or
without a reason, and that this Agreement creates no contract of
employment between the Company and the Executive.
2. This Agreement shall remain in full force and effect so long
as the Executive continues to be employed by the Company.
3. The Company shall have the right to terminate the Executive's
employment without payment of severance as provided below in the event
of the Executive's death, or on thirty (30) days written notice in the
event that the Executive shall be unable, or shall fail, to perform
all of the services required of his position with the Company as a
result of any mental or physical incapacitating disability, to the
extent that such inability or failure to perform required duties shall
exist for any consecutive ninety (90) day period. The Company's right
to terminate the Executive's employment without payment of severance
under this Paragraph shall not limit or reduce in any way the
Executive's right to receive benefits under any disability insurance
or plan maintained by the Company for the benefit of the Executive.
4. The Executive shall have the right to terminate his
employment with the Company at any time on written notice to the
Company indicating the Executive's desire to retire or to resign from
the Company's employment.
5. Except as provided in Paragraph 3 and 4, the Executive's
employment with the Company may be terminated, without payment of
severance as provided below only in the event of a termination for
cause as defined in this Paragraph. For the purposes of this
Agreement, "Cause" shall be defined as gross negligence, willful
misconduct, fraud, willful disregard of the Board of Directors'
direction or breach of published Company policy. The Executive may be
terminated for Cause only in accordance with a resolution duly adopted
by an absolute majority of the Company's Board of Directors finding
that, in the good faith opinion of the Board of Directors, the
Executive; engaged in conduct justifying a termination for Cause as
that term is defined above and specifying the particulars of the
conduct motivating the Board's decision to terminate the Executive.
Such resolution may be adopted by the Board of Directors only after
the Board has provided to the Executive (i) five (5) days advance
written notice of a meeting of the Board called for the purpose of
determining Cause for termination of the Executive, (ii) a statement
setting forth the alleged grounds for termination, and (iii) an
opportunity for the Executive and, if the Executive so desires, the
Executive's counsel to be heard before the Board.
6. In the event of termination without cause, except in
connection with a Change of Control Disposition as defined in
Paragraph 8, if the Executive's employment with the Company is
terminated for any reason other than those set forth in Paragraphs
3, 4 or 5 above, then the Company shall pay to the Executive an amount
equal to twelve (12) months salary based upon the current salary of
the Executive at the time of termination.
7. If following a Change of Control Disposition (herein "Change
of Control Disposition" shall be as defined below in Paragraph 8) of
the Company, the Executive's employment is terminated within one (1)
year of the "Change of Control Disposition Date" (as herein defined
below in Paragraph 8) for any reason other than the reasons set
forth in Paragraphs 3, 4 or 5 above, then the Company shall pay to the
Executive an amount equal to one year's then current salary if the
Executive's employment had been terminated in the absence of a Change
of Control Disposition. In the event Executive terminates his
employment for any reason or the Company terminates Executive's
employment for any reason within ninety (90) days following the Change
of Control Disposition Date, the Company shall pay to the Executive an
amount equal to one year's then current salary. Notwithstanding the
foregoing, maximum compensation payable to the Executive pursuant to
this Paragraph is limited to no more than 299% of the "base amount" of
Executive's compensation as defined in the Tax Reform Act of 1984
(Section 280G and applicable regulations thereunder and any amendments
thereto).
8. By reason of the special and unique nature of the obligations
hereunder, it is agreed that neither party hereto may assign any
interests, rights or duties which the party may have in this Agreement
without the prior written consent of the other party, except that upon
any "Change of Control Disposition" of the Company through purchase,
merger, consolidation, liquidation, change in control by reason of any
single entity (individual or group) other than, the Company or a
Company Employee Stock Ownership Plan and Trust, acquiring twenty-five
percent (25%) or more of the voting power of the Company's stock, or
sale of all or substantially all of the assets of the Company to
another party whether or not the Company is the surviving corporation,
this Agreement shall inure to the benefit of and be binding upon the
Executive and the purchasing, surviving or resulting entity, company
or corporation in the same manner and to the same extent as though
such entity, company or corporation were the Company. Notwithstanding
the foregoing, any sale or sales of company stock by or for the
benefit of Research Industries Incorporated which does not result in a
purchaser or "group" as defined under Rule 13d-5 under the Securities
Exchange Act of 1934, acquiring or holding greater than twenty-five
percent (25%) of the Company stock, or greater than twenty-five
percent (25%) of the voting power, shall not be deemed a "Change of
Control Disposition." The "Change of Control Disposition Date" shall
be that calendar date on which the Change of Control Disposition event
was consummated and legally binding upon the parties.
9. This Agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Virginia.
10. This Agreement constitutes the entire understanding and
agreement between the Company and the Executive with regard to all
matters herein. This Agreement may be amended only in writing, signed
by both parties hereto.
11. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall
constitute but one Agreement.
In witness whereof the parties have executed this Agreement to be
effective the day and year first above written.
HALIFAX CORPORATION OF VIRGINIA
By: /s/Xxxxxxx X. XxXxx
Xxxxxxx X. XxXxx
President & Chief Executive Officer
EXECUTIVE
By: /s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Vice President, Finance & CFO
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