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EXHIBIT 99.7
XXXXXXX AGREEMENT
This Agreement is made as of the 25th day of September, 1996 by and
among Kent Electronics Corporation, a Texas corporation (the "Company"),
Futronix Systems Corp., a Delaware corporation ("Futronix Systems"), Futronix
Acquisition Company, a Texas corporation ("Futronix"), Wire & Cable
Specialities Corporation, a Georgia corporation ("W&C"), Xxxxxxxx X. Xxxxx, a
Georgia resident ("Bruno"), and Xxxx Xxxxxxx, a Georgia resident ("Xxxxxxx").
Background
This Agreement is being entered into in connection with a Reorganization
Agreement, dated the date hereof, among the Company, the Acquisition Company,
Futronix, W&C, Xxxxxxxx X. Xxxx, Xxxxx, Xxxxxxx and the Futronix Shareholder
Parties (the "Reorganization Agreement"). Terms are used as defined in the
Reorganization Agreement unless otherwise defined herein.
The Reorganization Agreement contemplates that the Company and Xxxxxxx
will take certain actions in connection with the Transactions, and this
Agreement sets forth the terms and conditions of such actions.
Witnesseth
Now, therefore, in consideration of the respective covenants contained
herein and in the Reorganization Agreement and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Employment Agreement. At the Closing, Xxxxxxx shall execute and
deliver to Futronix and the Company the Employment Agreement contemplated by
the Reorganization Agreement (the "New Employment Agreement"). Upon the
Company's execution and delivery to Xxxxxxx of the New Employment Agreement,
the Employment Agreement between Xxxxxxx and W&C, dated February 26, 1993, as
amended (the "Old Employment Agreement"), shall thereupon terminate, and
neither Xxxxxxx nor W&C shall have any rights or obligations thereunder.
2. Value Appreciation Bonus. Upon Xxxxxxx'x completion of seven
days of employment with Futronix after the Closing (or on the next business day
if such seventh day is
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not a business day), the Company shall pay to Xxxxxxx the Value Appreciation
Bonus (defined in Section 4 hereof). This payment will not be forfeited in the
event that, subsequent to the Closing, Xxxxxxx is unable to fulfill this
condition as the result of his death, disability or termination without "cause"
(as defined in Section 5(d) of the New Employment Agreement).
3. Settlement of Value Appreciation Bonus Obligations. The payment
to Xxxxxxx of a bonus in an amount equal to 48,400 shares of Company Common
Stock plus cash equal to the product of 82% of such number of shares multiplied
by the value of a share of Company Common Stock as determined for reporting
such bonus for federal income tax purposes (the "Value Appreciation Bonus")
shall satisfy in full any and all rights of Xxxxxxx to receive a bonus under
Section 6 of the Old Employment Agreement.
4. Option from Bruno. At the Closing, Bruno and Xxxxxxx shall enter
into the Option Agreement specified in Section 10.9 of the Reorganization
Agreement and the Option Agreement between them, dated February 26, 1993, shall
thereupon terminate, and neither Bruno or Xxxxxxx shall have any rights or
obligations thereunder.
5. Old Xxxxxxx Agreement. The Xxxxxxx Agreement dated August 7,
1996 by and among Futronix Systems, the Acquisition Company, Futronix, W & C ,
Bruno and Xxxxxxx is hereby terminated, and no party thereto shall have any
rights thereunder.
6. Termination. This Agreement shall terminate and none of the
parties shall have any rights or obligations hereunder upon a termination of
the Reorganization Agreement.
7. Contents of Agreement. This Agreement, together with the other
Transaction Documents, sets forth the entire understanding of the parties
hereto with respect to the Transaction and supersedes all prior agreements or
understandings among the parties regarding those matters.
8. Amendment, Parties in Interest, Assignment, Etc. This Agreement
may be amended, modified or supplemented only by a written instrument duly
executed by each of the parties hereto. 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 hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, legal representatives, successors and
permitted assigns of the parties hereto. No party hereto shall assign this
Agreement or any right, benefit or obligation hereunder. Any term or provision
of this Agreement may be waived at any time by the Party entitled to the
benefit thereof by a written instrument duly executed by such party. The
parties hereto shall execute and deliver any and all documents and take any and
all other actions that may be deemed reasonably necessary by their respective
counsel to complete the Transactions.
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9. Interpretation. Unless the context of this Agreement clearly
requires otherwise, (a) references to the plural include the singular, the
singular the plural, the part the whole, (b) references to any gender include
all genders, (c) "or" has the inclusive meaning frequently identified with the
phrase "and/or," (d) "including" has the inclusive meaning frequently
identified with the phrase "but not limited to" and (e) references to
"hereunder" or "herein" relate to this Agreement. The section and other
headings contained in this Agreement are for reference purposes only and shall
not control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, Disclosure Schedule and Exhibit
references are to this Agreement unless otherwise specified. Each accounting
term used herein that is not specifically defined herein shall have the meaning
given to it under GAAP.
10. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Texas without regard to its
provisions concerning conflict of laws.
11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be binding as of the date first written
above, and all of which shall constitute one and the same instrument. Each
such copy shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first written above.
KENT ELECTRONICS CORPORATION
By: /s/Xxxxxx X. Xxxxxxxx
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Title: Chairman & CEO
FUTRONIX SYSTEMS CORP.
By: /s/Xxxxxxxx X. Xxxx
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Title: President
FUTRONIX ACQUISITION COMPANY
By: /s/Xxxxxx X. Xxxxxxxx
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Title: President
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FUTRONIX CORPORATION
By: /s/Xxxxxxxx X. Xxxx
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Title: President
WIRE & CABLE SPECIALITIES CORPORATION
By: /s/Xxxxxxxx X. Xxxxx
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Title: President
/s/Xxxxxxxx X. Xxxxx
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XXXXXXXX X. XXXXX
/s/Xxxx Xxxxxxx
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XXXX XXXXXXX
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