NON-COMPETITION AGREEMENT
Exhibit
10.1
THIS
AGREEMENT,
made as of December 14, 2005, between Xxxxxx X. Xxxxxxxxx (the “Former
Executive”) and XXXXXXX FURNITURE COMPANY, INC., a Delaware corporation (the
“Company”).
WHEREAS,
the
Company desires to preserve its competitive status in the industry and to
protect the future of the Company by obtaining a covenant not to compete from
the Former Executive who served as chairman of the Company until April 2005,
and
the Former Executive is willing to enter into an agreement to such end upon
the
terms and conditions set forth in this Agreement. In consideration of the
foregoing and the mutual agreements herein contained, the parties agree as
follows:
1. Term.
The term of this
Agreement (the “Term”) shall commence on the date hereof and end on December 31,
2008.
2. Consideration.
The Company shall
pay the Former Executive $250,000 promptly after the date hereof as
consideration for the covenants contained herein.
3. Restrictive
Covenants.
(a) Non-competition
Restriction.
During the Term,
the Former Executive shall not directly or indirectly manage, operate, control,
be employed by, participate in, invest in or be connected in any manner with
the
management, operation, ownership or control of any business or venture which
is
in competition in the United States with the business of the Company, provided
that nothing herein shall prohibit the Former Executive from owning securities
of the Company or up to 5% of the outstanding voting securities of any issuer
which is listed on the New York or American Stock Exchange or as to which
trading is reported or quoted on the NASDAQ System.
(b) Non-solicitation
Agreement.
During the Term,
the Former Executive shall not directly or indirectly hire or employ in any
capacity or solicit the employment of or offer employment to or entice away
or
in any other manner persuade or attempt to persuade any person employed by
the
Company or any of its subsidiaries to leave the employ of any of them.
(c) Specific
Enforcement.
It is agreed and
understood by the parties hereto that, in view of the nature of the business
of
the Company, the restrictions in subsections (a) and (b) above are reasonable
and necessary to protect the legitimate interests of the Company, monetary
damages alone are not an adequate remedy for any breach of such provisions,
and
any violation thereof would result in irreparable injuries to the Company.
The
Former Executive therefore acknowledges that, in the event of his violation
of
any of such restrictions, the Company shall be entitled to obtain from any
court
of competent jurisdiction preliminary and permanent injunctive relief as well
as
damages and an equitable accounting of all earnings, profits and other benefits
arising from such violation, which rights shall be cumulative and in addition
to
any other rights or remedies to which the Company may be entitled.
(d) Severability
and
Extension.
If the period of
time or the area specified in subsection (a) above is determined to be
unreasonable in any proceeding, such period shall be reduced by such number
of
months or the area shall be reduced by the elimination of such portion thereof,
or both, so that such restrictions may be enforced for such time and in such
area as is determined to be reasonable. If the Former Executive violates any
of
the restrictions contained in subsection (a) above, the restrictive period
shall
not run in favor of the Former Executive from the time of the commencement
of
any such violation until such time as such violation shall cease.
4. Notice.
All notices,
requests, demands and other communications hereunder shall be in writing and
shall be effective upon the mailing thereof by registered or certified mail,
postage prepaid, and addressed as set forth below:
(a) If
to the
Company:
Xxxxxxx
Furniture
Company, Inc.
0000
Xxxxxxxxxx
Xxxx Xxxxxxx
Xxxxxxxxxxx,
Xxxxxxxx 00000
Attention:
Chairman
and Chief Executive Officer
(b) If
to the Former
Executive:
Xxxxxx
X.
Xxxxxxxxx
00
Xxxxxxxxxx Xxxx
Xxxxxx
Xxxx Xxxxxx,
XX 00000
Any
party may
change the address to which notices are to be addressed by giving the other
party written notice in the manner herein set forth.
5. Waiver
of
Breach.
Waiver by either
party of a breach of any provision of this Agreement by the other shall not
operate as a waiver of any subsequent breach by such other party.
6. Entire
Agreement.
This Agreement
contains the entire agreement of the parties in this matter and supersedes
any
other agreement, oral or written, concerning the subject matter hereof. It
may
be changed only by an agreement in writing signed by both parties
hereto.
7. Governing
Law.
This Agreement
shall be governed by the laws of the Commonwealth of Virginia.
8. Benefit.
This Agreement
shall be binding upon and inure to the benefit of and shall be enforceable
by
and against the Company, its successors and assigns, and the Former Executive,
his heirs, beneficiaries and legal representatives.
IN
WITNESS WHEREOF, the Former Executive and the Company have executed this
Agreement as of the day and year above written.
|
XXXXXXX FURNITURE COMPANY, INC.
|
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxx |
| Xxxxxxx X. Xxxxxxxx | |
| Chairman and Chief Executive Officer | |
| /s/ Xxxxxx X. Xxxxxxxxx | |
| Xxxxxx X. Xxxxxxxxx | |
