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Exhibit 10.41
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is entered into
as of May 18, 1998 (the "Agreement"), by and between Xxxxx X. Xxxx ("Xxxx") and
SLI, INC., an Oklahoma corporation (the "Company").
WITNESSETH:
WHEREAS, the parties hereto are parties to that certain Employment
Agreement, dated December 4, 1995, whereby the Company agreed to employ Xxxx in
the capacity of President and Chief Executive Officer and Xxxx agreed to be so
employed (the "Employment Agreement");
WHEREAS, Xxxx and the Company desire to amend and restate the Employment
Agreement; and
WHEREAS, the terms, conditions and undertakings of this Agreement have
been submitted to, and duly approved and authorized by, the Company's Board of
Directors.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Executive Employment. The Company agrees to employ Xxxx, and Xxxx
agrees to be so employed, in the capacity of President and Chief Executive
Officer. Employment shall be for a term of two (2) fiscal years, effective as of
January 5, 1998 and terminating January 2, 2000 (the "Executive Employment").
2. Duties. During the period of Executive Employment, Xxxx shall devote
full time to such employment. Xxxx shall perform duties customarily incident to
the office of President and Chief Executive Officer and all other duties the
Board of Directors may from time to time assign to him. Xxxx shall be entitled
to annual vacations in a manner commensurate with his status as a principal
executive, which shall not be less than the annual vacation period to which he
is presently entitled.
3. Compensation. For each of the two fiscal years commencing January 5,
1998, the Company shall pay to Xxxx as compensation for his
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services the sum of $500,000 per fiscal year. This amount shall be paid in
equal monthly installments. Xxxx shall also be eligible in each of the 1998 and
1999 fiscal years for an incentive bonus of $500,000 per fiscal year, upon
achievement by the Company of net income not less than thirty million dollars
($30,000,000) for fiscal 1998, and net income not less than forty-one million
dollars ($41,000,000) for fiscal year 1989, in each case, on a basis consistent
with the determination by the Company's independent auditors of the Company's
net income as reported in the Company's final audited consolidated statement of
income for fiscal 1997.
4. Expenses.
a. Reimbursement. The Company shall reimburse Xxxx for all
reasonable and necessary expenses incurred in carrying out his duties under
this Agreement. Xxxx shall present to the Company from time to time an
itemized account of such expenses in any form required by the Company.
b. Automobile. The Company recognizes Xxxx'x need for an automobile
for business purposes and, therefore, the Company shall provide Xxxx with
an automobile, including all related maintenance, repairs, insurance, and
other costs. The automobile and related costs shall be comparable to those
which the Company presently provides Xxxx.
5. Disability. If Xxxx becomes disabled during the period of his
Executive Employment, his compensation shall continue at the same rate that it
was on the date of such disability. If such disability continues for a
continuous period of one (1) year, the Company, at its option, may thereafter,
upon written notice to Xxxx or his personal representative, terminate his
Executive Employment. For the purpose of this Agreement, disability shall mean
mental or physical illness or condition rendering Xxxx incapable of performing
his normal duties with the Company.
6. Death. If the Executive Employment should terminate due to the death
of Xxxx, then the Company shall pay to the estate of Xxxx, in addition to any
accrued compensation and benefits otherwise payable to Xxxx, any and all
amounts of regular salary compensation Xxxx would have received for the
remainder of the calendar month in which Xxxx dies, as if the Executive
Employment had continued until the end of such month.
7. Employee Benefits. This Agreement shall not be in lieu of any rights,
benefits and privileges to which Xxxx my be entitled as an
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employee of the Company under any retirement, pension, profit-sharing,
insurance, hospital or other plans which may now be in effect or which may
hereafter be adopted. Xxxx shall have the same rights and privileges to
participate in such plans and benefits as any other employee during his
Executive Employment.
8. Notices. All notices required to be given hereunder shall be given
in writing and delivered, personally or by certified mail, return receipt
requested, postage pre-paid, addressed to the parties as follows:
SLI, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxx X. Xxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
9. Governing Law. This Agreement shall be governed by and construed,
interpreted and enforced in accordance with the laws of the Commonwealth of
Massachusetts. In the event of a breach of this Agreement, venue for any legal
proceedings shall be proper in the state or federal court in Boston,
Massachusetts.
10. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all agreements previously made
between the parties relating to the subject matter of this Agreement.
11. Modification. This Agreement may be modified only by a written
instrument executed by the parties hereto.
12. Severability. If any provision of this Agreement is determined to be
invalid and/or unenforceable by a final decision of a court of competent
jurisdiction, the offending provision shall be severed and the remainder of the
Agreement shall survive and remain in full force and effect.
13. Non-Waiver. No delay or failure by either party to exercise any
right under this Agreement shall constitute a waiver of that or any other right.
14. Binding Effect. This Agreement shall inure to the benefit of, and be
binding upon, the Company, its affiliates, subsidiaries,
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successors and assigns. In addition, this Agreement shall inure to the benefit
of, and be binding upon Xxxx, his heirs, personal representatives, successors
and assigns; provided however, the performance owed by Xxxx under this
Agreement is personal to him and may not be assigned.
15. Headings. Headings used in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
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[Signature Page to Xxxx Employment Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.
COMPANY:
SLI, INC.
By:
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Xxxxx X. Xxxx, President
XXXX:
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XXXXX X. XXXX
