1
XXXXXX & XXXXXXXX CORPORATION
Form 10-Q for Quarterly Period Ended December 27, 1998
Exhibit No. 10.2
AGREEMENT WITH EXECUTIVE OFFICER
2
AGREEMENT
This Agreement is made this 30th day of November, 1998, by and
between Xxxxxx & Xxxxxxxx Corporation, a Wisconsin corporation (the "Employer")
and X. X. Xxxxxxxx (the "Employee"). In consideration of the promises set forth
herein, the parties hereto agree as follows:
1. Employment. Employer shall employ Employee from the date
hereof until December 31, 2002, unless such employment shall be
terminated earlier as specified herein. During the term specified in
the preceding sentence, Employee's position (including status, offices,
titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned immediately preceding the date hereof and the Employee's
service shall be performed at the location where he was employed
immediately preceding the date hereof or any office or location less
than 35 miles from such location.
Employer may terminate Employee's employment at any time for
any of the following causes:
(a) the continuing inability of the Employee, for a
period of at least 90 days, to perform and carry out his
duties and responsibilities under this Agreement for any
reason, including mental or physical disability. The
determination of such inability shall be made in the sole
discretion of the Board of Directors of the Employer;
(b) gross negligence or repeated neglect by Employee
in the performance of duties for Employer;
(c) material breach by Employee of the terms of this
Agreement; or
(d) death.
2. Salary. During the term specified in Section 1 hereof,
Employer shall pay Employee a monthly salary of no less than
$20,936.00, payable in semi-monthly installments, or at such other
intervals as salary is paid to other senior executives of the Employer
generally.
3. Other Compensation and Benefits. Except as specified in
this Section 3 and Sections 4 and 5 hereof, Employee shall participate
in such executive compensation structures and employee benefit plans as
shall cover senior executives of the Employer generally and his
participation and benefits (and the participation and benefits of any
person claiming through his status as a participant) shall be governed
by the terms and conditions of such structures and plans.
Effective with respect to stock option grants made during and
after 1998, the number of stock options which shall be granted Employee
shall be one-half of the number of options which would have been
granted to him by application of the formula or other method of
determination used by the Employer for the grant of options to other
senior executives of the Employer at the time in question.
3
For purposes of determining any cash bonus to which Employee
may be entitled and the computation of which is a function of base
salary, Employee's monthly base salary during the term covered hereby
shall be deemed to be actual base salary, plus $2,510.00.
4. Supplemental Pension Benefits. If Employee's employment
shall continue until December 31, 2002, he shall be entitled to a
monthly pension benefit commencing January 1, 2003 equal to $20,833.33,
which shall be payable in the form of a joint and 50% survivor annuity
-- i.e., the monthly pension shall be $20,833.33 during Employee's
lifetime, and should the spouse to whom he was legally married on
December 31, 2002 survive him, she will be paid a monthly annuity for
her life of $10,416.67. Such amounts shall include any amounts to which
the Employee and such surviving spouse may be entitled under any
qualified defined benefit pension plan maintained by the Employer and
any unfunded supplemental defined benefit pension plan maintained by
the Employer. To the extent that Employee is covered by a plan or plans
described in the preceding sentence, he shall make all such elections
and file all such papers as the Employer shall require so that benefits
under such plans shall be payable in the form and at the time specified
in the first sentence of this Section 4. To the extent that the
benefits specified under this Section 4 exceed the benefits payable
under such plans, any and all such benefits shall be an unfunded
obligation of the Employer as to which the Employee and any person
claiming through the Employee shall be merely a general unsecured
creditor of the Employer; provided that the Company shall cause this
benefit to be covered by the "rabbi" trust which it maintains with
respect to other executive benefits.
If Employee's employment is terminated prior to December 31,
2002, under the rules of Section l.a. hereof, he shall be entitled to
the benefits described in the first paragraph of this Section 4,
commencing on the first day of the first calendar month commencing
after the date that his employment is so terminated except that the
number set forth in the schedule below, which corresponds to the date
that his employment is so terminated, shall be substituted for
$20,833.33 (and one-half of such number shall be substituted for
$10,416.07).
Date of Termination of Employment Monthly Benefit Amount
On or after December 31, 2001, but prior
to December 31, 2002 $20,000.00
On or after December 31, 2000, but prior
to December 31, 2001 $19,166.67
On or after December 31, 1999, but prior
to December 31, 2000 $18,333.33
Prior to December 31, 1999 $16,666.67
5. Medical Coverage. If Employee's employment shall continue
until December 31, 2002, he shall be entitled to purchase medical
coverage for the period commencing on his separation from service and
continuing until he reaches age 65 as though he were covered by the
medical coverage continuation rules of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") for that entire
period.
4
6. Competition. As a condition to the receipt of the
benefits described in Section 4 hereof which are in excess of the
benefits which would otherwise be payable to Employee under any
qualified defined benefit pension plan or unfunded supplemental defined
benefit pension plan maintained by Employer and covering other senior
executives of the Employer, Employee agrees to abide by the terms of
this Section 6. For a period of 3 years after the Employee's separation
from service with the Employer, Employee will not, directly or
indirectly, own, manage, operate, control, be connected with the
ownership, management, operation or control of any entity in the United
States of America which competes with the Employer, or be employed by,
perform service for, consult with or solicit business for any such
entity. Employee agrees that the restrictions set forth in this Section
6 are fair and reasonable and are reasonably required for the
protection of the Employer. Employer's sole remedy for Employee's
breach of this Section 6 shall be to forever withhold from Employee,
and any person claiming through Employee, any further payments
described in the first clause of the first sentence of this Section 6.
7. Release. As a condition to the receipt of the benefits
described in the first clause of the first sentence of Section 4
hereof, the Employee shall execute such release as the Employer shall
specify.
8. Integration. This Agreement sets forth the entire
agreement of the parties hereto, and it supersedes any and all prior
agreements, contracts and understandings between the parties hereto,
whether written or oral, with regard to the subject matter hereof,
including without limitation, the two documents each entitled
"Employment Agreement," one of which is dated February 19, 1990, and
the other of which is dated January 30, 1998. This Agreement may be
amended only in writing executed by the parties hereto.
9. Governing Law. This Agreement shall be governed by the
internal laws of the State of Wisconsin.
10. Binding Effect. The rights and obligations of the
Employer hereunder shall inure to the benefit of and shall be binding
upon the respective successors and assigns of Employer.
11. Non-waiver. The waiver by Employer of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach by the Employee.
12. Approval. This Agreement shall be subject to the approval
of the Nominating, Compensation and Governance Committee of the Board
of Directors of the Employer.
13. Headings. Headings are for convenience of reference only.
XXXXXX & XXXXXXXX CORPORATION
By /s/ X. X. Xxxxxx, Xx. /s/ M. D. Xxxxxxxx
--------------------------------- ------------------------------
X.X. Xxxxxx, Xx., Chairman Xxxxxxx X. Xxxxxxxx (Employee)
Nominating, Compensation and
Governance Committee
