September 22, 1997
Xx. Xxxxxxx XxXxxx
c/x Xxxxxxx Safety and Security Products, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Dear Xxxxxxx:
The Xxxxxxx Company, Inc. ("Xxxxxxx") has determined at this time to
seek a buyer for, and to sell (a "Sale"), its interest in Xxxxxxx Safety and
Security Products, Inc. (the "CSS"), through a sale of CSS' capital stock,
all or substantially all of its assets or by other means. You have agreed to
assist and to provide support to Xxxxxxx in this regard. We greatly
appreciate your willingness to take on the additional challenge in assisting
in Xxxxxxx'x efforts along with your ongoing job of continuing to manage the
CSS' success.
In consideration of your agreement to actively assist in bringing about
and concluding a Sale and your agreement to remain an active employee of CSS
in your current capacity through the conclusion of any such Sale and subject
to your performance of these agreements, Xxxxxxx will provide you with the
following additional benefits:
1. STAY BONUS
In order to induce you to continue the successful operations of CSS
through the closing of any Sale, Xxxxxxx will pay you a special bonus
(the "Special Bonus") equal to one years base salary at your current
level of salary within 15 days after the date of the closing of a Sale
("Closing Date"). In the event that, within 3 months of the closing
date of a Sale, Xxxxxxx terminates your employment with Xxxxxxx (other
than as a result of your acceptance of employment with a Buyer in a
Sale) such that you are entitled to receive payments pursuant to
Section 6(c) of your Employment Agreement, dated as of January 1, 1996,
as amended, with Xxxxxxx (the "Employment Agreement"), then the monthly
compensation continuation payments payable pursuant to Section 6(c)(3)
of the Employment Agreement shall, for the first year of such payments,
be reduced by 1/12 of the Special Bonus.
2. STOCK OPTIONS
In the event that, within 3 months of the closing date of a Sale,
Xxxxxxx terminates your employment with Xxxxxxx or you terminate your
employment with Xxxxxxx as a result of your acceptance of employment
with a Buyer in a Sale, to the extent that you have stock options for
the purchase of Common Stock of Xxxxxxx ("Xxxxxxx Common Stock") the
exercise of which has not vested by the date of such termination of
your employment, such options will become vested at that time and you
will be entitled to exercise those options according to their terms for
90 days beginning with the first calendar day following the date of
such termination of your employment; PROVIDED, HOWEVER, that prior to
any such exercise you give Xxxxxxx three business days prior written
notice of any intended exercise and Xxxxxxx shall have the option to
purchase for cash any or all of those options which your notice
indicates you intend to exercise at a price equal to the difference
between (i) the closing price for the Xxxxxxx Company Stock on the New
York Stock Exchange on the intended day of exercise set forth in your
notice and (ii) the applicable exercise price. Xxxxxxx will notify you
no later than 10:30 a.m. New York time on the intended day of exercise
whether it will exercise its option and, if it so elects, the closing
of its purchase shall be completed within five business days of the
intended exercise day.
3. MISCELLANEOUS
This agreement will terminate on June 30, 1998 (unless a Sale has
previously occurred), provided that in the event you are terminated for
cause prior to June 30, 1998, this agreement shall terminate on the
date of such termination for cause. This agreement amends the
Employment Agreement.
For purposes of this Agreement, in no event shall a Sale include any
transaction with an affiliate (whether a natural person or a legal
entity) of Xxxxxxx or any transaction which is part of or consistent
with the conduct in the ordinary course of Xxxxxxx'x or CSS' business.
This agreement is binding upon you and Xxxxxxx as well as to our
respective legal representatives and successors.
You shall keep the existence and the contents of this agreement, as
well as the fact that Xxxxxxx and CSS are contemplating a Sale and the
terms of any such Sale confidential and shall not disclose any of such
information to any other person. You hereby acknowledge that you are
aware that the United States securities laws prohibit any person who
has received from an issuer material, non-public information concerning
an issuer from purchasing or selling securities of such issuer or from
communicating such information to any other person under circumstances
in which it is reasonably foreseeable that such person is likely to
purchase or sell such securities.
If you are in agreement with contents of this letter, kindly sign
the bottom of this letter in the space provided therefor, at which time
this letter will become the binding agreement of you and Xxxxxxx.
Very truly yours.
THE XXXXXXX COMPANY, INC.
By: Xxxxx Xxxxx
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Xxxxx Xxxxx
Chairman
By: Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx
