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Exhibit 10.2
AGREEMENT
This Agreement (the "Agreement") is made by and between Aearo
Corporation ("Aearo") (f/k/a Cabot Safety Holdings Corporation), a Delaware
corporation, and Xxxx X. Xxxxxx, Xx. ("Xx. Xxxxxx"). The "Execution Date" of
this Agreement is the date of signing by the last party to sign it. The
Agreement shall become effective on the eighth (8th) day following the Execution
Date (the "Effective Date").
WITNESSETH
WHEREAS, Xx. Xxxxxx has been employed by Aearo and has held the offices
of Chairman of the Board of Directors, President and Chief Executive Officer;
and
WHEREAS, Aearo highly values Xx. Xxxxxx'x past contributions to Aearo
and believes that he can make significant future contributions to Aearo; and
WHEREAS, Xx. Xxxxxx and Aearo seek to establish an amicable arrangement
for Xx. Xxxxxx to resign from his current offices, continue his employment with
Aearo on a more limited basis, establish an at-will arrangement for Xx. Xxxxxx
to provide additional assistance on special projects, and to perform other
responsibilities as specified in this Agreement in exchange for terms specified
in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, Xx. Xxxxxx and Aearo agree as follows:
1. RESIGNATION FROM OFFICES. Effective as of the opening of business on
March 23, 1998 ("Officer Resignation Date"), Xx. Xxxxxx shall be considered to
have resigned from his positions as Chairman of the Board of Directors,
President and Chief Executive Officer of Aearo and any similar office he holds
with any subsidiary of Aearo at that time; provided that Xx. Xxxxxx shall not be
considered to have resigned from his affiliations with Aearo as an employee or
as a member of the Boards of Directors of Aearo and its direct wholly-owned
subsidiary Aearo Company (f/k/a Cabot Safety Corporation).
2. CONTINUED EMPLOYMENT.
(a) TERM AND TITLE. Beginning effective on the day following the
Officer Resignation Date, Aearo shall employ Xx. Xxxxxx and Xx. Xxxxxx agrees
that he shall be employed by Aearo as Senior Advisor. Xx. Xxxxxx'x employment
with Aearo shall terminate effective as of the two-year anniversary of the
Officer Resignation Date (unless terminated earlier pursuant to Section 2(d)
(Early Termination) below).
(b) DUTIES. As Senior Advisor, Xx. Xxxxxx shall perform such
responsibilities as may be reasonably requested by the Chief Executive Officer
of Aearo and that are consistent with Xx. Xxxxxx'x expertise and experience
("Advisory Services") including, without implication of
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limitation, responding to requests for assistance concerning transitional
matters and responding to requests for advice concerning business management
matters; provided that Xx. Xxxxxx shall not be required to provide advice or
assistance directly related to potential mergers or acquisitions except as a
Special Projects Consultant as set forth more fully below.
(c) SCHEDULING. Xx. Xxxxxx shall provide Advisory Services to the
extent and when reasonably requested by the Chief Executive Officer of Aearo;
provided that Xx. Xxxxxx shall not be required to provide Advisory Services in
excess of twenty (20) hours per month, nor shall Xx. Xxxxxx be required to
provide Advisory Services at any time that would unreasonably interfere with
other personal or professional commitments that Xx. Xxxxxx may have.
(d) EARLY TERMINATION. Notwithstanding the foregoing, Xx. Xxxxxx may
resign from employment as Senior Advisor at any time upon notice to Aearo. Aearo
may terminate Xx. Xxxxxx'x employment as Senior Advisor only for cause. For
purposes of this Agreement, "cause" shall mean willful misconduct which
continues for a period of thirty (30) days after written notice to Xx. Xxxxxx
and an opportunity to address the Board of Directors with respect to the
specific conduct that constitutes the basis for termination. If Xx. Xxxxxx'x
employment is terminated by reason of his death or permanent disability
incapacitating him to perform his duties hereunder, Xx. Xxxxxx, or his estate,
as the case may be, shall be entitled to the continued payment of compensation
and other benefits hereunder for the balance of the term of this Agreement.
3. SPECIAL PROJECTS.
(a) DUTIES, TERM AND TITLE. Aearo shall retain Xx. Xxxxxx and Xx.
Xxxxxx agrees to be retained by Aearo to consult on an as needed basis as a
"Special Projects Consultant" with respect to identified projects as may be
reasonably requested by the Chief Executive Officer of Aearo, consistent with
Xx. Xxxxxx'x expertise and experience ("Special Projects Services"). Special
Project Services are currently expected to include the following: providing
general business and financial analysis, including transaction feasibility
analysis, with respect to mergers and acquisitions and other transactions;
assisting in the preparation of materials for consideration by the Board of
Directors of Aearo in connection with mergers and acquisitions and other
transactions; developing a list of potential parties which might be interested
in mergers and acquisitions transactions and contacting parties on such list as
approved by Aearo; and consulting with and advising Aearo concerning
opportunities for merger and acquisitions transactions which have been
identified and, if so requested by Aearo, participating in negotiations for such
transactions. Either Aearo or Xx. Xxxxxx, in its or his sole discretion, may
terminate such engagement by written notice at any time. During such period when
Xx. Xxxxxx is otherwise employed by Aearo as Senior Advisor and also continues
to be engaged by Aearo as Special Projects Consultant, Xx. Xxxxxx'x services as
Special Projects Consultant shall be considered to be performed as an employee
of Aearo. For any period following Xx. Xxxxxx'x employment as Senior Advisor
during which Xx. Xxxxxx continues to be engaged as
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Special Projects Consultant, Xx. Xxxxxx'x services as Special Projects
Consultant shall be considered to be performed as an independent contractor.
(b) SCHEDULING OF SPECIAL PROJECTS SERVICES. Xx. Xxxxxx shall perform
Special Projects Services to the extent and when reasonably requested by the
Chief Executive Officer of Aearo; provided that Xx. Xxxxxx shall not be required
to perform Special Projects Services at any time that would unreasonably
interfere with personal or other professional commitments he may have; and
provided further that during such period when Xx. Xxxxxx is a Special Projects
Consultant, Xx. Xxxxxx shall not undertake personal or professional commitments
that would have the effect of precluding him from being available to perform up
to twelve (12) days of consulting services during any calendar quarter at such
reasonable times as Aearo may request.
4. PAYMENTS AND BENEFITS.
(a) CURRENT SALARY. Xx. Xxxxxx shall be entitled to receive his base
salary as Chairman of the Board, Chief Executive Officer and President effective
to and including the Officer Resignation Date. Thereafter Xx. Xxxxxx shall be
entitled to the salary, bonus, benefits or other compensation set forth in this
Agreement.
(b) BONUS. No later than the regular payroll date for salaried
employees next following the Effective Date ("First Payroll Date"), Aearo shall
pay to Xx. Xxxxxx a lump sum bonus of Four Hundred Thousand Dollars ($400,000).
(c) VACATION PAY. Notwithstanding the continuation of Xx. Xxxxxx'x
employment with Aearo as set forth in this Agreement and without implied
limitation of the second sentence of Section 4(a) (Current Salary), Xx. Xxxxxx
acknowledges and agrees that he shall not be entitled to accrue vacation time
after the Officer Resignation Date. Aearo acknowledges that Xx. Xxxxxx accrued
and has not used accrued vacation time as of the Officer Resignation Date. No
later than the First Payroll Date, Aearo shall pay to Xx. Xxxxxx on account of
such accrued and unused vacation time the amount of $47,000 in cash.
(d) SALARY AS SENIOR ADVISOR. Aearo shall pay Xx. Xxxxxx at the salary
rate of One Hundred Thousand Dollars ($100,000) per year for his services as
Senior Advisor, with such salary to be paid in periodic installments on Aearo's
regular payroll dates, commencing no later than the First Payroll Date.
(e) BENEFITS AS AN EMPLOYEE.
(i) GENERAL. Based on the time commitment and/or nature of Xx. Xxxxxx'x
employment with Aearo following the Officer Resignation Date, Xx. Xxxxxx
acknowledges that he shall not be eligible to continue his participation as an
active employee in any employee benefit plans, programs or policies of Aearo
following the Officer Resignation Date except the following: the Aearo Company
Employees' Retirement Account Plan, the Aearo Company
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Employee 401(k) Savings Plan, and the Aearo Company Supplemental Executive
Retirement Plan. Xx. Xxxxxx'x participation in the foregoing plans shall
continue for the full term of Aearo's agreement to employ Xx. Xxxxxx as Senior
Advisor hereunder and shall be on the then applicable terms of the relevant
plans, as they apply to the executive employees of Aearo as a group from time to
time.
(ii) HEALTH BENEFITS. Aearo shall use all commercially reasonable
efforts to obtain a waiver from the insurer of its medical and dental benefit
plans to permit Mr. and Xxx. Xxxxxx to retain coverage under such plans while
Xx. Xxxxxx is employed as a Senior Advisor. If such waiver cannot be obtained,
then as soon as practicable following the Officer Resignation Date, Aearo shall
offer Xxx. Xxxxxx the ability to participate in Aearo's group medical and dental
benefit plans pursuant to the law known as "COBRA" and Aearo shall contribute to
the cost of COBRA coverage in an amount not to exceed the amount that Aearo
regularly pays for medical and dental benefits for a full time employee with
single coverage. Aearo shall provide Xx. Xxxxxx during Xx. Xxxxxx'x employment
as Senior Advisor with an additional cash payment in an amount reasonably
determined by Aearo to be sufficient to enable Xx. Xxxxxx to secure Medicare
supplement insurance on his own, as well as any federal and state taxes
associated with such cash payment.
(f) SPECIAL PROJECTS SERVICES COMPENSATION. As compensation for Xx.
Xxxxxx'x availability for and performance of services as Special Projects
Consultant, Aearo shall pay to Xx. Xxxxxx Twenty-Five Thousand Dollars ($25,000)
per calendar quarter, provided that for the period beginning on the Officer
Resignation Date and ending on March 31, 1998, Xx. Xxxxxx'x compensation as
Special Projects Consultant shall be $16,667. Aearo shall make such payment on
the regular payroll date next following the end of each quarter during which Xx.
Xxxxxx has served as Special Projects Consultant. In addition, if the Chief
Executive Officer of Aearo requests that Xx. Xxxxxx perform Special Projects
Services for more than twelve (12) full business days during any calendar
quarter (or eight (8) full business days during the period beginning on the
Officer Resignation Date and ending on March 31, 1998), Aearo shall pay Xx.
Xxxxxx additional compensation at the rate of Two Thousand Dollars ($2,000) per
day.
(g) INCENTIVE COMPENSATION. In consideration of the fact that a
material component of Xx. Xxxxxx'x services as Senior Advisor and/or Special
Projects Consultant is expected to consist of advice and assistance relating to
Aearo's acquisitions program, the Chief Executive Officer and Board of Directors
of Aearo may provide Xx. Xxxxxx with additional compensation as a bonus if they,
or any compensation committee of the Board, in their discretion, determine that
Xx. Xxxxxx'x contribution in relation to acquisitions or dispositions of
businesses or assets warrants such additional payment.
5. BOARD OF DIRECTORS MEMBERSHIP. Reference is made to that certain
Stockholders' Agreement dated as of July 11, 1995 (the "Stockholders'
Agreement") among Vestar Equity Partners, L.P. ("Vestar"), Cabot CSC
Corporation, formerly known as Cabot Safety Corporation ("Cabot"), Aearo, Cabot
Corporation ("Cabot Parent") and the parties identified
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on the signature pages hereto or to the supplementary agreements referred to in
Section 5.14 thereof as Management Investors (the "Management Investors"). Aearo
and, by their execution of a counterpart hereof, Vestar, Cabot and Cabot Parent,
hereby agree and acknowledge as follows (all capitalized terms used in this
Section 5 and not otherwise defined shall have the respective meanings set forth
in the Stockholders' Agreement):
(a) For purposes of Section 2.1 of the Stockholders' Agreement,
following the Officer Resignation Date Xx. Xxxxxx shall continue to serve as a
member of the Board of Directors of Holdings and each Subsidiary of Holdings as
a designee of the Management Investors until and unless he resigns from the
Board, or is removed by the Management Investors in accordance with Section
2.1(b) of the Stockholders' Agreement.
(b) Xx. Xxxxxx shall continue to be a party to the Stockholders'
Agreement as a "Management Investor" and all shares of Common Stock currently or
in the future owned by Xx. Xxxxxx shall remain subject to the provisions of, and
entitled to the benefits of the Stockholders' Agreement, including without
limitation Section 3 (Transfers and Issuances) and Section 4 (Registration
Rights).
6. STOCK OPTION AND STOCK.
(a) STOCK OPTION. Reference is made to that certain Non-Qualified
Option to Purchase Shares of Common Stock (the "Option") under the Aearo
Corporation Executive Stock Option Plan dated June 26, 1996 (the "1996 Plan")
whereby Xx. Xxxxxx was granted an option to purchase prior to June 26, 2006 (the
"Expiration Date") at an exercise price of $600.00 per share 812.5 shares of
common stock, $.01 par value per share ("Common Stock"), of Aearo. Aearo and Xx.
Xxxxxx agree to the following amendments to the Option effective as of the
Effective Date:
(i) The number of shares of Common Stock subject to the Option shall be
decreased from 812.5 to 325; the exercise price shall remain unchanged;
(ii) If and when the Board of Directors of Aearo, or any compensation
committee of the Board, resolves to (A) reduce with respect to other options
granted under the 1996 Plan held by the executive employees of Aearo the
compounded annual rate to be used for calculating whether and when the
Vestar/Cabot Return has been achieved for purposes of the vesting schedule set
forth in Paragraph 1 (Vesting Schedule) and EXHIBIT A of the Option, or (B) make
other modifications to other options granted under the 1996 Plan held by the
executive employees of Aearo which improve the terms of such options for the
holders, then the Option shall be deemed amended simultaneously with analogous
amendments to such other options in order to extend the benefits of such
reduction or other modifications to Xx. Xxxxxx. The Option shall otherwise
remain unchanged;
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(iii) The provisions of Paragraphs 3(a), 3(b) and 3(d), but not
Paragraph 3(d), of the Option shall be deleted in their entirety.
(iv) The provisions of Paragraphs 9 (Company's Right to Purchase
Shares) and 10 (Executive's Right to Put Shares) and all definitions of the
terms set forth in Paragraph 8 (Certain Definitions) other than "Stockholders'
Agreement" shall be deleted in their entirety.
(b) STOCK. Reference is made to that certain Executive Security
Purchase Agreement dated as of July 11, 1995 by and between Aearo Corporation
(f/k/a Cabot Safety Holdings Corporation) and Xx. Xxxxxx (the "ESPA") pursuant
to which Xx. Xxxxxx purchased from the Company 4,950 shares of Common Stock.
Aearo and Xx. Xxxxxx agree to the following amendments to the ESPA effective as
of the Effective Date:
(i) The definitions set forth in the ESPA as Sections 1.1 (Applicable
Percentage), 1.3 (Cause), 1.5 (Cost), 1.6 (Fair Market Value), 1.7 (Permanent
Disability), 1.9 (Retirement), 1.10 (Seasoned Shares), 1.12 (Termination of
Employment or Service), 1.13 (Unseasoned Shares) and 1.14 (Realization of Vestar
Return) shall be deleted in their entirety.
(ii) Simultaneously with the effectiveness of this Agreement, Aearo is
repurchasing from Xx. Xxxxxx 1,237.5 shares of Common Stock at a price of
$200.00 per share paid in cash.
(iii) Sections 3.1 (Company's Right to Purchase Purchased Shares) and
3.2 (Executive's Right to Put Purchased Shares) shall be deleted in their
entirety.
7. EXPENSES. Subject to proper documentation, Aearo shall reimburse Xx.
Xxxxxx for all reasonable business expenses that he may incur in the performance
of services as Senior Advisor or Special Projects Consultant.
8. LITIGATION COOPERATION. During and after Aearo's employment of Xx.
Xxxxxx, Xx. Xxxxxx agrees to cooperate fully with Aearo in the defense or
prosecution of any claims or actions which already have been brought or which
may be brought in the future against or on behalf of Aearo which relate to
events or occurrences that transpired during his employment or other affiliation
with Aearo or which may transpire during Xx. Xxxxxx'x work as Senior Advisor or
Special Projects Consultant. Xx. Xxxxxx'x full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness when
requested by Aearo at reasonable times designated by Aearo. Aearo shall
reimburse Xx. Xxxxxx for any reasonable out-of-pocket expenses incurred in
connection with such cooperation, subject to reasonable documentation.
9. TAX TREATMENT. All payments and other consideration provided to Xx.
Xxxxxx pursuant to this Agreement shall be subject to any deductions,
withholdings, and tax reporting that Aearo reasonably determines to be required
for tax purposes.
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10. OTHER AGREEMENTS. Except to the extent specifically provided in
this Agreement, this Agreement represents the entire agreement between the
parties and no previous contracts, promises, arrangements or agreements shall be
effective or enforceable. Notwithstanding the foregoing, nothing herein shall be
construed to affect any rights to indemnification of Xx. Xxxxxx pursuant to and
subject to Aearo's charter and by-laws.
11. RELEASES.
(a) RELEASE BY XX. XXXXXX. Xx. Xxxxxx hereby irrevocably and
unconditionally releases, acquits and forever discharges Aearo and its
affiliates and the predecessors, successors, assigns, agents, directors,
officers, employees, representatives, and attorneys of Aearo and its affiliates,
and all persons acting by, through, under, or in concert with any of the
foregoing (collectively referred to herein as "Releasees"), from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements,
damages, causes of action, suits, demands, losses, debts, and expenses of any
nature whatsoever, known or unknown ("Claims") which Xx. Xxxxxx now has, owns,
or holds, or claims to have, own, or hold against each of any of the Releasees
through and including the Effective Date. This General Release of Claims shall
include, without implication of limitation: all Claims relating to Xx. Xxxxxx'x
employment with Aearo; all Claims relating to the resignations set forth in
Section 1 (Resignation from Offices) or the establishment of the other terms of
this Agreement; all Claims of intentional interference with advantageous or
contractual relations; all Claims of wrongful termination of employment; all
Claims of termination in violation of public policy; all Claims of breach of
either express or implied contract; all Claims of breach of any express or
implied covenant of employment, including the covenant of good faith and fair
dealing; all Claims of discrimination under any federal or state statute or the
common law, including but not limited to Mass. Gen. Laws ch. 151B, Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the
Americans with Disabilities Act; all Claims for indemnification of legal fees
and expenses; and all Claims for interest, attorneys' fees and costs. This
General Release shall not be construed to impair Xx. Xxxxxx'x right to enforce
the terms of this Agreement.
(b) ACKNOWLEDGMENTS AND OTHER TERMS. Xx. Xxxxxx acknowledges that he
has been advised in writing to consult with an attorney prior to executing this
Agreement, that he has carefully read and fully understands all of the
provisions of this Agreement, and that he is voluntarily entering into this
Agreement. Xx. Xxxxxx acknowledges that he has been given the opportunity, if he
so desired, to consider this Agreement for twenty-one (21) days before executing
it. In the event that Xx. Xxxxxx has executed this Agreement within less than
twenty-one (21) days of the date of its delivery to him, Xx. Xxxxxx acknowledges
that such decision was entirely voluntary and that he had the opportunity to
consider this Agreement for the entire twenty-one day period. Aearo acknowledges
that for a period of seven (7) days from the date that it is executed, Xx.
Xxxxxx shall retain the right to revoke this Agreement by written notice that is
received by the Vice President and General Counsel of Aearo before the end of
such period, and that this Agreement shall not become effective or enforceable
until after the
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expiration of such revocation period. Xx. Xxxxxx represents and acknowledges in
executing this Agreement that he does not rely and has not relied upon any
representation or statement made by any of the Releasees or by any of the
Releasees' agents, representatives, or attorneys with regard to the subject
matter, basis or effect of this Agreement. Xx. Xxxxxx further represents that he
has not filed any complaints or charges against Aearo with any court or
governmental agency and that he has not transferred any Claim to any person or
entity.
(c) RELEASE BY AEARO. Aearo hereby irrevocably and unconditionally
releases, acquits and forever discharges Xx. Xxxxxx from any Claims which Aearo
now has, owns, or holds, or claims to have, own, or hold against Xx. Xxxxxx
through and including the Effective Date, including, without implication of
limitation, all Claims relating to Xx. Xxxxxx'x employment with Aearo or service
as a member of the Board of Directors of Aearo and any of its subsidiaries. This
General Release shall not be construed to impair Aearo's right to enforce its
terms of this Agreement.
12. NON-COMPETITION.
(a) Xx. Xxxxxx acknowledges that under the terms of this
Agreement: (i) he will be allowed to retain beneficial ownership of a larger
number of shares of Common Stock, including shares subject to the Option, than
he would otherwise be entitled to retain under the various agreements presently
in effect with Aearo, (ii) he will be retained as an employee of Aearo for two
years after the Effective Date and as a consultant to Aearo for a potentially
unlimited period of time (subject to the termination provisions hereof) and
(iii) he will continue to have access to valuable trade secrets and confidential
information regarding the strategies, business and operations of Aearo and its
subsidiaries which are of substantial and material value. In consideration of
the foregoing, Xx. Xxxxxx hereby covenants and agrees that until the later to
occur of (A) the third anniversary of the Effective Date or (B) the first
anniversary of the last to occur of the termination of his employment with Aearo
as Senior Advisor, his engagement by Aearo as Special Projects Consultant or his
service as a member of the Board of Directors of Aearo (the "Expiration Date"),
he shall not, either directly or indirectly, for himself, or through, on behalf
of, or in conjunction with, any person, firm, partnership, corporation, or other
entity:
(I) divert or attempt to divert any business or customer,
or potential business or customer, of Aearo or any of its subsidiaries to any
competitor, by direct or indirect inducement or otherwise;
(II) solicit or induce any present or future employee of
Aearo or any of its subsidiaries to accept employment with Xx. Xxxxxx or with
any business, corporation, partnership, association or other person with which
Xx. Xxxxxx may be associated or induce such person to leave his or her
employment without Aearo's prior written consent; or
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(III) own, maintain, operate, engage in, advise, help, make
loans to, or have any interest in, either directly or indirectly, any business
(x) in the Designated Industries (as defined below) or (y) directly competitive
with any business outside the Designated Industries that is acquired or
developed (or the acquisition or development of which is being actively pursued)
by Aearo and its subsidiaries between the Effective Date and the Expiration
Date; PROVIDED, HOWEVER, that this Section 12(a)(III)(y) shall not apply to any
businesses acquired or developed by Aearo and its subsidiaries following the
Effective Date if, prior to the date of such acquisition or development, Xx.
Xxxxxx has acquired a direct or indirect interest in a business that is
competitive with such acquired or developed business.
The term "Designated Industries" means, collectively: (AA) the
manufacture and/or sale of personal protection equipment ("PPE"), including but
not limited to the hearing, eye, face, head and respiratory segments of the PPE
market in which Aearo and its subsidiaries are presently engaged (disposable and
reusable hearing protection devices, prescription and non-prescription safety
eyewear, goggles, face xxxxxxx, reusable and disposable respirators, hard hats
and first aid kits) and any other segments of the PPE market, such as protective
clothing (safety garments, gloves, shoes and boots) or fall protection
equipment, and (BB) the manufacture and sale of impact-resistant,
shock-absorbing or energy absorbing materials for noise, vibration and shock
control applications in which Aearo's Specialty Composites operating unit is
presently engaged.
(b) There is no geographical limitation on the restrictions set
forth in Section 12(a). The restrictions set forth in this Section 12, however,
shall not apply to legal or beneficial ownership by Xx. Xxxxxx of less than a 5%
of the outstanding equity securities of any publicly held business entity.
(c) If any part of the restrictions set forth in this Section 12
is found to be unreasonable in time or distance, each month of time or mile of
distance may be deemed a separate unit so that the time or distance may be
reduced by appropriate order of the court to that deemed reasonable. Aearo shall
have the right, in its sole discretion, to reduce the scope of these
restrictions effective immediately upon receipt by Xx. Xxxxxx of written notice,
and Xx. Xxxxxx agrees that he shall comply forthwith with the reduced
restrictions, so long as any such reduction does not add additional burden,
limitation or restriction on Xx. Xxxxxx.
(d) Xx. Xxxxxx acknowledges that any failure to comply with the
requirements of this Section 12 will cause Aearo irreparable injury, and Xx.
Xxxxxx hereby accordingly consents to the entry of an order by any court of
competent jurisdiction for specific performance of, or for an injunction against
violation of, the requirements of this Section 12. Aearo may further avail
itself of any other legal or equitable rights and remedies that it may have
under this Agreement or otherwise.
13. WAIVER. No waiver of any provision hereof shall be effective
unless made in writing and signed by the waiving party. The failure of any party
to require the performance
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of any term or obligation of this Agreement, or the waiver by any party of any
breach of this Agreement, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach.
14. NOTICES. Any notices, requests, demands, and other
communications provided for by this Agreement shall be sufficient if in writing
and delivered in person or sent by registered or certified mail, postage
prepaid, by personal delivery, or by a nationally recognized overnight mail
service to Xx. Xxxxxx at the last address he has filed in writing with Aearo or,
in the case of Aearo, at its main offices, attention of the Chairman.
15. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by Xx. Xxxxxx and by a duly authorized representative
of Aearo.
16. SEVERABILITY. Should any provision of this Agreement be
declared or be determined by any court to be illegal or invalid, the validity of
the remaining parts, terms, or provisions shall not be affected thereby and said
illegal or invalid part, term, or provision shall be deemed not to be a part of
this Agreement.
17. NO ADMISSION. Nothing in this Agreement shall be construed as
an admission or acknowledgment that either party violated any legal or other
obligation to the other or to anyone else.
18. INTERPRETATION. The language of all parts of the Agreement
shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against any of the parties.
19. GOVERNING LAW. This is a Massachusetts contract and shall be
construed under and be governed in all respects by the laws of the Commonwealth
of Massachusetts, without giving effect to the conflict of laws provisions of
Massachusetts law.
20. COUNTERPARTS. This Agreement may be executed in counterparts.
Each counterpart shall have the efficacy of a signed original.
21. BINDING NATURE OF AGREEMENT. This Agreement shall be binding
upon each of the parties and upon their heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of each party
and to their heirs, administrators, representatives, executors, successors, and
assigns.
[END OF TEXT]
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Aearo, by its duly authorized officer, and by Xx. Xxxxxx, on the
date or dates indicated below.
AEARO CORPORATION
Date: March 23, 1998 By: /s/
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Name:
Title:
Date: March 23, 1998 /s/ Xxxx X. Xxxxxx, Xx.
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XXXX X. XXXXXX, XX.
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