Exhibit 10.8
[LOGO]
EMPLOYMENT AGREEMENT
for EXECUTIVE OFFICERS
THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of this 23rd
day of DECEMBER, 1997, by and between Tokheim Corporation, an Indiana
Corporation ("Company") and XXXXX X. XXXXXXX ("Employee").
RECITALS
A. Company acknowledges and recognizes the value of Employee's
services and deems it necessary and desirable to retain Employee's full-time
services.
B. Employee and Company desire to embody the terms and conditions of
Employee's employment in a written agreement which will supersede all prior
employment agreements, whether written or oral.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth below, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
EMPLOYMENT. Company agrees to employ Employee, and the Employee
agrees to serve Company, on a full time basis in the capacity of PRESIDENT,
TOKHEIM US, subject to the terms and conditions of this Agreement.
1. TERM. Employee's employment shall commence on the effective date
of this Agreement and continue for an indefinite period and until such time as
it may be terminated by one or both of the parties as provided below.
2. DUTIES.
2.1 During the term of this Agreement, Employee shall have such
duties and responsibilities and shall supply such services in the carrying out
of such duties and responsibilities as Company, through its Board of Directors
("Board"), any duly appointed Committee of the Board, the Chief Executive
Officer of the Company (the "Chief Executive Officer"), or such other Executive
Officers as may be designated by the Board, shall, from time to time, direct.
Company specifically retains the right to alter or amend the position,
responsibilities, duties or services to be performed by Employee in such manner
as to it shall be deemed in the best interests of Company. During the term of
employment, Employee shall devote his best efforts and skills to the business
interests of Company and shall not engage in
any commercial enterprise or activity, either directly or indirectly, in
conflict with Company's business, or which may in any way interfere with his
employment, without the consent of Company.
2.2 Employee agrees that, during the term of his employment, any and
all inventions and discoveries, whether or not patentable, which Employee may
conceive or make (collectively, "Inventions"), either alone or in conjunction
with others and related or in any way connected with the business of Company,
shall be the sole and exclusive property of Company. Employee shall, without
further compensation or consideration, but at the expense of Company, and as and
when requested to do so by Company, promptly execute and assign any and all
applications, assignments and other instruments which Company shall deem
necessary in order to apply for and obtain letters patent of the United States
and foreign countries for any Inventions, and in order to assign and convey to
Company, or to Company's nominee the sole and exclusive right, title and
interest in and to any Inventions or any applications or patents thereon. As
promptly as known or possessed by Employee, Employee shall disclose to Company
all information with respect to any Invention. Employee further agrees that,
during the term of employment, any trademarks, tradenames, service marks, trade
styles, logos, emblems, labels, slogans and writings, whether or not copyrighted
(collectively, "Marks"), originated by Employee, alone or in conjunction with
others, and related or in any way connected with the business of Company, shall
be the sole and exclusive property of Company. Employee shall, without further
compensation or consideration, but at the expense of Company, and as and when
requested to do so by Company, take all action necessary to register or
otherwise perfect Company's interest in and to any Marks.
3. COMPENSATION. During the term of this Agreement, Company shall
compensate Employee for his services as follows:
3.1 Employee shall be entitled to a monthly base salary of $12,500.00
(the "Base Salary"). Base Salary will be reviewed periodically. Base Salary
shall be payable in semi-monthly or monthly installments, in accordance with the
policy of Company at the time of such payments.
3.2 Employee shall be eligible for such officer's bonus program as
may from time to time be made available and applicable to Employee. Provided,
however, that nothing in this Agreement shall prevent Company, through its
Board, any duly appointed Committees of the Board or such other Executive
Officers of the Company as the Board may designate, from altering or amending
the terms, eligibility, or other provisions of the officers bonus program, or
from eliminating or adding any other bonus programs as it shall from time to
time deem appropriate and in the interests of Company.
3.3 Employee shall be granted participation in all employee benefit
plans applicable to Employee's position with Company, including, but not limited
to, medical plans, disability plans, life insurance plans, savings plans, stock
option plans and such other plans as may from time to time be made available and
applicable to Employee (collectively, "Plans"),
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consistent with the policies of Company and the terms and conditions of the
Plans. Nothing in this Agreement shall be deemed to alter the terms and
conditions of any Plans or the policy of Company with respect to any Plans, and
nothing in this Agreement shall be deemed to entitle Employee to any rights in
any Plan which would not otherwise be made available to Employee pursuant to the
terms, conditions and provisions of the Plans. Further, nothing in this
Agreement shall prevent Company, through its Board, any duly appointed
Committees of the Board or such other Executive Officers of the Company as the
Board may designate, from altering or amending the terms, eligibility, or other
provisions of the Plan, or from eliminating or adding any other Plan as it shall
from time to time deem appropriate and in the interests of Company.
3.3.1 Except as may otherwise be expressly provided, Employee
shall be granted, upon termination of this Agreement, such rights
as may be available to him pursuant to any Plan or Plans then in
effect.
4. TERMINATION. Either Company or Employee may terminate this Agreement
upon providing written notice to the other.
4.1 By the Company. In the event this Agreement is terminated with
cause (as defined below), Employee shall be entitled to no severance pay and the
parties shall each be entitled only to such continuing rights as may be provided
in this Agreement or as may otherwise be available to them in law or equity.
4.1.1 With Cause. For purposes of this Agreement, the
termination of this Agreement shall be deemed to have been made
with cause only upon the occurrence of one or more of the
following circumstances:
4.1.1.1 Employee engages in any breach of fiduciary duty,
act of dishonesty, or theft involving Company; 4.1.1.2 Employee
is convicted of a felony;
4.1.1.2 Employee is convicted of a felony;
4.1.1.3 Employee discloses Confidential Information in
violation of section 7, below, or competes with Company in
violation of section 8, below;
4.1.1.4 Employee refuses or fails to carry out the duties
which may have been assigned to him; or
4.1.1.5 Employee continues to violate any written Company
policy after written notice by Company of the violation.
4.1.2 Without Cause. In the event Company terminates this
Agreement without cause, Employee shall be entitled to severance
pay equal to 12 months of Employee's Base Salary in effect at the
time of the
termination, payable at the same interval as his salary at the
time of the termination.
4.1.2.1 Employee shall have no obligation to mitigate
damages by seeking other employment.
4.1.2.2 Subject to any right of offset for Earned Income,
the right to severance pay under this section shall vest
upon notice of termination and shall not be affected by
Employee's subsequent death or disability.
4.2 By Employee. In the event Employee terminates this Agreement,
Employee shall be entitled to no severance pay and shall be entitled only to
such other rights as may be provided in this Agreement or as may otherwise be
available to him in law or equity.
4.3 Death or disability. In the event Employee dies or becomes
permanently disabled during the term of this Agreement or any extension of it,
this Agreement shall terminate upon the date of such death or permanent
disability. In the event this Agreement terminates by Employee's death or
disability, Company shall pay Employee's pro-rata Base Salary through the
termination date, and Employee shall be entitled to no severance pay.
Notwithstanding anything to the contrary, in the event this Agreement terminates
as a result of Employee's death or disability, Employee shall be entitled to
such continuing benefits as may be provided in any Plan or by law.
5. RETURN OF COMPANY PROPERTY. Upon termination of this Agreement for any
reason, Employee shall immediately surrender to Company, in the same condition
as existed prior to termination of this Agreement, all property of Company in
his possession or control, including Confidential Information (as defined
below), computers, files, and any other property owned by Company. Employee and
Company acknowledge and agree that the damages suffered as a result of the
breach of this section would be difficult to ascertain. Accordingly, the parties
agree that Company shall be entitled to liquidated damages in the amount of
$5,000 in the event of a breach by Employee of this section.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. For purposes of this
Agreement, Confidential Information is defined as trade secrets (as defined in
Indiana Code 24-2-3-2, as amended), software programs, customer reports,
customer lists, vendor reports, vendor lists, and other information regarding
customers and vendors utilized by Company in the course of its business, and any
information regarding Company's present or future business plans.
6.1 Employee acknowledges his position with Company will expose
Employee to certain Confidential Information of Company; and that
Confidential Information constitutes a valuable, special and unique asset
of Company's business. Employee will not, during or at any time after the
term of his employment, disclose any
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Confidential Information acquired by Employee during his employment,
to any person, firm, corporation, association, or other entity for any
purpose, or use Confidential Information for any purpose, other than
for the performance of services for Company.
6.2 In the event of Employee's actual or threatened breach of
the provisions of this section, subject to the provisions of section
14, Company shall be entitled to obtain an injunction enjoining
Employee from committing such actual or threatened breach. In the
event Company obtains an injunction enjoining Employee from violating
this provision, Company shall be entitled to recover all costs
incurred in connection with the injunction, including reasonable
attorney's fees. Company shall also be permitted to pursue any other
available remedies available for such breach or threatened breach,
including the recovery of damages, costs and attorney's fees from
Employee.
6.3 Employee acknowledges that all Confidential Information is
the sole and exclusive property of Company. Employee shall surrender
possession of all Confidential Information, including documents,
computers, software, disks, tape or video recording, or any other
written, recorded, or graphic matter, however produced or reproduced,
containing Confidential Information to Company upon any suspension or
termination of Employee's employment. If, after the suspension or
termination of Employee's employment, Employee becomes aware of any
Confidential Information in his possession, Employee shall immediately
surrender possession of the Confidential Information to Company.
7. RESTRICTIVE COVENANT. For purposes of this Agreement, "Competing
Business" is defined as Gilbarco, Xxxxx, Schlumberger, Bennett, and Tatsuno, and
their respective affiliates and subsidiaries, both domestic and international,
and any other company engaged in the petroleum dispensing manufacturing business
or point of sale equipment business related to petroleum dispensing.
7.1 Employee hereby covenants and agrees that, for the greater
of 12 months after termination of this Agreement, or such time as
Employee is receiving any severance pay from Company (the "Restricted
Period") Employee will not, directly or indirectly own, manage,
operate, control, be controlled by, participate in, be employed by, or
be connected in any manner with the ownership, management, operation
or control of any Competing Business. Employee further covenants and
agrees that he will not during the Restricted Period contact or
attempt to contact, either directly or indirectly, any customers of
Company as they may exist at the time of termination of Employee's
employment for the purpose of soliciting such customer's business for
or on behalf of any Competing Business. Employee specifically
acknowledges and agrees that Company's business is international in
scope and that the restriction as contained in this section is
intended to cover activity by Employee both domestically and
internationally. Employee further stipulates, covenants and agrees
that a reasonable geographic restriction, as that term is used and
defined by Indiana law, on Employee's activity's under this section is
the entire world.
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7.2 In the event of Employee's actual or threatened breach of
the provisions of this section, subject to the provisions of section
14, Company shall be entitled to obtain an injunction enjoining
Employee from committing such actual or threatened breach. In the
event Company obtains an injunction enjoining Employee from violating
this provision, Company shall be entitled to recover all costs
incurred in connection with the injunction, including reasonable
attorney's fees. Company shall also be permitted to pursue any other
available remedies available for such breach, including the recovery
of damages, costs and attorney's fees from Employee.
7.3 If a court of competent jurisdiction or any arbitrator
determines that any provision or restriction in this section is
unreasonable or unenforceable, the court or arbitrator shall modify
such restriction or provision so that the agreement then becomes an
enforceable restriction of the activities of Employee.
8. FORFEITURE OF BENEFITS. In the event Employee is breaching his
obligations under either section 7 or section 8 of this Agreement, Employee
shall forfeit all future payments or compensation payable or provided by
Company.
9. NO CONTINUING OBLIGATION. Employee acknowledges and agrees that
this Agreement does not grant Employee the right to continue as an Employee of
Company as an executive or in any other capacity.
10. NO TRUST ESTABLISHED. All payments provided under this Agreement
shall be paid in cash from the general funds of Company and no separate or
special fund has been or shall be established and no segregation of assets has
been or shall be made to assure payment. Employee shall have no right, title or
interest in or to any investments or other assets which Company may acquire or
obtain to assist in meeting its obligations under this Agreement. Nothing
contained in this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind or a fiduciary
relationship between Company and Employee or any other person. The right of any
person to receive payments from Company under this Agreement shall be no greater
than the rights of a general unsecured creditor of Company.
11. TAXES, ETC. Company may withhold from any payments or benefits
provided under this Agreement:
11.1 all federal, state, city or other taxes as required
pursuant to any law or governmental regulation or ruling; and
11.2 any amounts owed by Employee to Company for any reason at
the time of the termination of this Agreement.
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12. NO ASSIGNMENT OR ALIENATION. This Agreement shall not be
assignable by Employee without Company's prior written consent; provided,
however, that nothing in this paragraph shall preclude Employee from designating
a beneficiary to receive any benefit payable upon his death, or preclude
Employee's executors, administrators or other legal representatives of his
estate from assigning any rights hereunder to the person or persons entitled
thereto. Further, except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation, communication, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
13. ARBITRATION. Employee and Company recognize and agree that the
arbitration of disputes provides mutual advantages in terms of facilitating the
fair and expeditious resolution of disputes. In consideration of these mutual
advantages, the parties agree as follows:
13.1 Scope of Arbitration. The parties will submit to
arbitration, in accordance with these provisions, any and all disputes
either party may have arising from or related to this Agreement, and
any other disputes between the parties arising from or related to
their employment relationship, including but not limited to, any
disputes regarding alleged common law tort violations or violations of
state or federal statutory rights. The parties further agree that the
arbitration process set forth below shall be the exclusive means for
resolving all disputes made subject to arbitration but that no
arbitrator shall have authority to determine whether disputes fall
within the scope of these arbitration provisions.
13.2 Governing Law. Employee and Company agree that the
interpretation and enforcement of the arbitration provisions of this
Agreement, including any right to appeal, shall be governed by the
Indiana Uniform Arbitration Act, I.C. 34-4-2-1, et seq.
13.3 Time Limits on Submitting Disputes. Employee and Company
acknowledge and agree that one of the objectives of this arbitration
provision is to resolve disputes expeditiously, as well as fairly, and
that it is the obligation of both parties, to those ends, to raise any
disputes subject to arbitration under this Agreement in an expeditious
manner. Accordingly, the parties agree to waive all statutes of
limitations that might otherwise be applicable, and agree further
that, as to any dispute subject to arbitration pursuant to this
Agreement, notice of a demand for arbitration must be provided to the
other party:
13.3.1 In the event of a dispute arising out of a
termination of this Agreement, within 6 months of the date
of termination;
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13.3.2 In the event of a breach of section 7 or section 8 of this
Agreement, within 4 months after the Chief Executive Officer has
actual knowledge of the breach; or
13.3.3 In the event of any other dispute, within 3 months after
the dispute arises.
Failure to demand arbitration on claims within these time limits is intended to,
and shall to the furthest extent permitted by law, be a waiver and release with
respect to such claims, and, in the absence of a timely submitted written demand
for arbitration, an arbitrator has no authority to resolve the disputes or
render an award.
13.4 Availability of Provisional Relief. Notwithstanding anything herein
to the contrary, nothing in this section shall prevent Company or Employee from
obtaining injunctive relief from a court of competent jurisdiction to enforce
the obligations of sections 7 and 8 for which either party may require
provisional relief pending a decision on the merits by the arbitrator.
13.5 American Arbitration Association Rules Apply as Modified Herein. Any
arbitration of disputes shall be conducted under the Model Employment Procedures
of the American Arbitration Association (AAA), as modified in this Agreement.
13.6 Invoking Arbitration. Either party may invoke the arbitration
procedures described in this Agreement by written notice of a demand for
arbitration (an "Arbitration Notice"). An Arbitration Notice shall contain a
statement of the matter to be arbitrated in sufficient detail to establish the
timeliness of the demand. The parties shall then have 10 business days within
which they may identify a mutually agreeable arbitrator. After the 10-day period
has expired, the parties shall prepare and submit to the AAA a joint submission,
with each party to contribute half of the appropriate administrative fee. In
their submission to the AAA, the parties shall either designate a mutually
acceptable arbitrator or request a panel of arbitrators from the AAA according
to the procedure described in section 14.7, below.
13.7 Arbitrator Selection. In the event the parties cannot agree upon an
arbitrator within 10 business days after the Arbitration Notice is received,
their joint submission to the AAA shall request a panel of seven arbitrators
from the joint Labor and Commercial Arbitration Panels who are practicing
attorneys with professional experience in the field of labor and/or employment
law and the parties shall attempt to select an arbitrator from the panel
according to AAA procedures. If the parties remain unable to select an
arbitrator, they shall request from AAA a panel of three comparably qualified
arbitrators from which the AAA shall reject the least preferred candidate of
each party and select the candidate with the highest joint ranking of the
parties.
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In the event of the death or disability of an arbitrator, the parties shall
select a new arbitrator as provided above. The substitute arbitrator shall have
the power to determine the extent to which he or she shall act on the record
already made in arbitration.
13.8 Prehearing Procedures. Upon accepting assignment as arbitrator, the
arbitrator shall promptly conduct a preliminary hearing at which each party
shall be entitled to submit a brief statement of their respective positions, and
at which the arbitrator shall establish a timetable for prehearing activities
and the conduct of the hearing, and may address initial requests from the
parties for prehearing disclosure of information. At the preliminary hearing
and/or thereafter, the arbitrator shall have the discretion and authority to
order, upon request or otherwise, the prehearing disclosure of information to
the parties. Such disclosure may include, without limitation, production of
requested documents, exchange of witness lists and summaries of the testimony of
proposed witnesses, and examination by deposition of potential witnesses, to the
end that information disclosure shall be conducted in the most expeditious and
cost-effective manner possible, and shall be limited to that which is relevant
and for which each party has a substantial, demonstrable need. The arbitrator
shall further have the authority, upon request or otherwise, to conference with
the parties or their designated representatives concerning any matter, and to
set or modify timetables for all aspects of the arbitration proceeding.
The arbitrator may award either party its reasonable attorney's fees and
costs, including reasonable expenses associated with production of witnesses or
proof, upon a finding that the other party (a) engaged in unreasonable delay,
(b) failed to comply with the Arbitrator's discovery order, or (c) failed to
comply with requirements of confidentiality hereunder. The arbitrator shall also
have the authority, upon request or otherwise, to entertain and decide motions
for prehearing judgment.
13.9 Stenographic Record. There shall be a stenographic record of the
arbitration hearing, unless the parties agree to record the proceedings by other
reliable means. The costs of recording the proceedings shall be borne equally by
the parties.
13.10 Location. Unless otherwise agreed by the parties, arbitration
hearings shall take place in Fort Xxxxx, Xxxxx County, Indiana at a mutually
agreeable place or, if no agreement can be reached, at a place designated by the
AAA.
13.11 The Hearing. At any hearing, the party bearing the burden of proof
according to the governing substantive law shall present its evidence first.
13.12 Posthearing Briefs. After the close of the arbitration hearing, and
on any issue concerning prehearing procedures, the arbitrator shall allow the
parties to submit written briefs.
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13.13 Confidentiality. All arbitration proceedings hereunder shall be
confidential. Neither party shall disclose any information about the
evidence produced by the other in the arbitration proceeding or about
documents produced by the other in connection with the proceeding, except
in the course of a judicial, regulatory or arbitration proceeding, or as
may be requested by governmental authority. Before making any disclosure
permitted by the preceding sentence, the party shall give the other party
reasonable written notice of the intended disclosure and an opportunity to
protect its interests. Expert witnesses and stenographic reporters shall
sign appropriate nondisclosure agreements.
13.14 Costs. As to any disputes arising from the termination of the
Agreement, each party shall be responsible for its costs, including
attorney's fees, incurred in any arbitration, and the arbitrator shall not
have authority to include all or any portion of said costs and fees in his
or her award. The costs and fees of the arbitrator and of the AAA shall be
borne equally by the parties.
13.14.1 Notwithstanding anything herein to the contrary,
Company shall be entitled to recover its costs and attorney's
fees incurred in enforcing the provisions of section 7 and
section 8.
13.15 Remedies. Subject to the provisions of section 14.14, the
arbitrator shall have authority to award any remedy or relief that a
federal or state court situated in the State of Indiana could grant in
conformity to applicable law.
13.16 Law Governing the Arbitrator's Award. In rendering an award,
the arbitrator shall determine the rights and obligations of the parties,
including employment discrimination issues, according to federal law and
the substantive law of the State of Indiana (excluding conflicts of laws
principles) as though the matter were before a court of law.
13.17 Written Awards and Enforcement. Any arbitration award shall be
accompanied by a written statement containing a summary of the issues in
controversy, a description of the award, and an explanation of the reasons
for the award. The parties agree that a competent court shall enter
judgment upon the award of the arbitrator, provided it is in conformity
with the terms of this Agreement.
13.18 Conflict in Procedure. If any part of this arbitration
procedure is in conflict with any mandatory requirement of applicable law,
the mandatory requirement shall govern, and the procedure set forth above
shall be reformed and construed to the maximum extent possible in
conformance with the applicable law. The procedure shall remain otherwise
unaffected and enforceable.
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14. MISCELLANEOUS.
14.1 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and all prior negotiations and agreements, whether
written or oral, are merged into this Agreement.
14.2 Severability. If any provision of this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other
provision or part of a provision of this Agreement; but this Agreement
shall be reformed and construed as if such provision had never been
contained in it, and any such provision shall be reformed so that it would
be valid, legal and enforceable to the maximum extent permitted.
14.3 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute one document representing the
agreement among the parties.
14.4 Binding Agreement. This Agreement shall be binding upon and
shall inure to the benefit of the parties to this Agreement and their
respective successors and assigns.
14.5 Amendment. This Agreement may not be amended, discharged,
terminated, or changed orally; and any such proposed amendment, discharge,
termination, or change shall be in writing and signed by the party against
whom such amendment, change, discharge, or termination is sought.
14.6 Waiver of Breach. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach; and no waiver shall be valid unless it is in
writing and is signed by the party against whom such waiver is sought.
14.7 Extension of Noncompete Period. The periods of time during which
Employee is prohibited from engaging in such business practices pursuant to
this Agreement shall be extended by any length of time during which
Employee is in breach of any of such covenants.
14.8 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana.
14.9 Survival. The provisions and restrictions contained in sections
7 and 8 shall survive the termination of this Agreement and Employee's
employment with Company.
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14.10 Attorney Fees and Expenses. Except as expressly provided in
this Agreement or by statute and ordered by an arbitrator or court in
accordance with the provisions of this Agreement, no party shall be
entitled to recover from the other party the reasonable attorney's fees,
costs and expenses incurred as a result of any action to enforce any of the
rights under this Agreement.
14.11 Full Disclosure. Employee acknowledges that Employee's
employment with Company is conditioned upon the execution of this
Agreement. Employee represents and acknowledges that Employee has carefully
reviewed all of the terms and conditions in this Agreement, and has been
advised of Employee's right to seek independent legal counsel prior to
execution of this Agreement.
14.12 Notices. Any notice, request, or other communication required
or permitted under this Agreement shall be in writing. Notice shall be
deemed to have been given only if personally delivered or sent by
registered or certified mail, return receipt requested. Any notice so
mailed shall be deemed given on the postmark date. Failure or refusal to
accept or receive any notice or communication shall not affect the validity
of the notice. All such notices shall be given to the respective parties at
the addresses designated below, or to such other address as a party may
designate in a like manner.
If to Company: TOKHEIM CORPORATION
c/o XXXXXXX X. XXXXXX, VP, HUMAN RESOURCES
X.X. XXX 000
XXXX XXXXX, XX 00000
If to Employee: XXXXX X. XXXXXXX
00000 X 000 X
XXXXXXXXXXXX, XX 00000
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IN WITNESS WHEREOF, the parties have entered into this Agreement the date
first written above.
COMPANY EMPLOYEE
TOKHEIM CORPORATION
/s/ Xxxx X. Xxxxxxxxxx /s/ Xxxxx X. Xxxxxxx
--------------------------- -------------------------
XXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxx
PRESIDENT, TOKHEIM NORTH AMERICA
/s/ Xxxxxx X. Xxxxxx
---------------------------
Attest: XXXXXX X. XXXXXX
Its: VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
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