Exhibit 10(a)
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated May 6, 1999 is between X.X. Xxxxxx Company, a Minnesota
corporation ("Xxxxxx") and Xxxxxxx X Xxxxxx ("Executive").
The parties hereto agree as follows:
1. Employment and Term
Subject to the terms and conditions of this Agreement, Xxxxxx agrees to
employ Executive and Executive accepts employment of Xxxxxx commencing on
July 1, 1999 continuing thereafter until terminated by Xxxxxx or Executive.
2. Duties
Executive's title will be Chief Financial Officer and Treasurer and you
will report directly to Xxxxxx'x CEO. At Executive's option, you may also
hold additional positions as offered by Xxxxxx'x CEO. Your exact duties and
responsibilities will be outlined to you by Xxxxxx'x CEO.
3. Compensation
a. Base Compensation. For your initial year of employment, your base
compensation will be $250,000.00, payable in substantially equal
semi-monthly installments subject to payroll deductions. Your base
compensation will be reviewed annually and may be adjusted annually by
Xxxxxx'x Compensation Committee, a committee authorized by Xxxxxx'x
Board of Directors.
b. Annual Incentive Plan. You are immediately eligible to participate in
the annual incentive plan with specific performance targets as agreed
to with the CEO and Compensation Committee. These targets, tied to a
combination of Xxxxxx and individual performance, will provide you
with an annual bonus potential equal to a maximum of 75% of base
compensation for 1999.
Xxxxxx guarantees a first year Special Payment of 37.5% of base
compensation, or $93,750 with payment being made as follows:
(1) $46,875 added to the "Transition Allowance" (covered below) and
(2) $46,875 to be paid in January, 2000 in conjunction with any
payments under the 1999 Annual Incentive Plan. The 1999 Annual
Incentive Plan payment, if any, will be reduced by this Special
Payment.
c. Long-Term Incentive Plan. You will be immediately eligible to
participate in the long-term incentive plan in accordance with its
current terms and conditions. Further, you will immediately receive a
stock option of 10,000 shares and 1,500 performance units. You will be
required to complete the necessary agreements that are part of these
plans. You will also be eligible to receive additional awards under
these plans as provided annually.
d. Relocation Package and Transition Allowance. You will be immediately
eligible to participate in Xxxxxx'x relocation policy with a
guaranteed purchase of your current home at fair market value.
Transition Allowance, under this plan, will be increased by $46,875
bringing the total amount payable under Transition Allowance to
$71,875.
e. Retirement Plans, Medical, Dental, Vision and Other Benefits. You will
become a participant under these plans as provided under the
applicable plan documents. Additionally, you will participate in the
Xxxxxx car allowance program, executive physical, and tax and
financial planning benefits in accordance with current Xxxxxx policy.
f. Supplemental Executive Retirement Plan ("SERP"). You will be eligible
to participate in the SERP with an immediate granting of all years of
service with your prior employer for purposes of eligibility.
Additionally, the effect of your annual benefit from your previous
employer's pension plan is limited to $35,253, which represents 50% of
the gross benefit payable to you at retirement. All other offsets
provided under the plan will continue, including all of the applicable
early retirement factors.
g. Deferred Compensation. Xxxxxx is currently investigating various
options allowing certain deferrals by executives. Xxxxxx will work
with you to establish a reasonable plan for your use, if and when a
plan is adopted.
h. Change in Control. The current applicable provisions governing change
in control features apply to you, as provided under the applicable
plans.
4. Disclosure of Information
In your capacity as Chief Financial Officer of Xxxxxx, you will received
confidential and proprietary information. You agree to hold this
information in confidence and not disclose such information to others
except as authorized by Xxxxxx.
5. Other Agreement
Executive warrants that, to the best of his knowledge, the execution and
delivery of this Agreement or the performance of duties contemplated will
not violate the terms of any other agreement to which he is party or by
which he is bound.
6. Miscellaneous.
This Agreement shall be binding upon and inure to the benefit of Xxxxxx,
its successors, and assigns and may not be assigned by Executive.
This Agreement contains the entire agreement of the parties and supersedes
all prior agreements relating to the subject matter hereof, and may only be
changed by a writing signed by the parties.
The Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota. Executive agrees that any disputes arising
out of or relating to this Agreement shall be brought, if at all, in and
before a court located in the State of Minnesota to the exclusion of the
courts of any other state.
Executive X.X. Xxxxxx Company
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- ---------------------------
Xxxxxxx X. Xxxxxx
Its: VP-Human Resources
---------------------------
