EXHIBIT 10(j)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and executed as of the 2nd day of January, 1998,
by and between G&K SERVICES, INC., a Minnesota corporation (hereinafter
referred to as "Employer") and Xxxxxx Xxxxxxx (hereinafter referred to as
"Employee"),
WITNESSETH:
WHEREAS, Employer is a member of a group of affiliated corporations
which includes G&K Services, Inc., a Minnesota corporation, and all its
subsidiaries whether now existing or hereafter formed or acquired, which group
is hereinafter referred to as the "G&K Group";
WHEREAS, Employer has instituted the 1989 Stock Option and
Compensation Plan to permit Employee to purchase shares of Employer's Class A
Common Stock (the "Increased Benefits"); and
WHEREAS, Employer and Employee have mutually rescinded and canceled
all prior agreements between them with respect to Employee's employment,
except those agreements applicable to all employees similarly situated with
Employer; and
WHEREAS, Employer desires to assure Employee's dedication by rewarding
faithful and important contributions to Employer's business, and that of the
G&K Group as a whole, and to preserve the value of such contributions by
securing from Employee reasonable restriction against certain competitive
activities;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
set forth in this Agreement and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employer and Employee agree as
follows:
1. EMPLOYMENT. Employer agrees to and does employ the Employee for
an indefinite term, for such duties, compensation and other terms and
conditions as shall be mutually agreed upon from time to time between Employer
and Employee, including any Increased Benefits described above. Such
employment may be terminated at any time by Employer or Employee for any
reason and shall also terminate on death, disability or retirement of
Employee. In connection with such employment, Employer agrees to acquaint
Employee with any customers and accounts of Employer (or other members of the
G&K Group) upon whom the Employee may be asked to call, solicit or otherwise
serve.
If Employee is or becomes a sales or service representative of
Employer including a route driver, selling is a key duty which will require
Employee to have extensive sales contacts with Employer's customers and
potential customers. Employee agrees to solicit orders for, or assist in (or
both) the delivery of towels, garments, mats, cleaning supplies, and other
laundry and linen services provided by the Employer, and perform such other
duties as the Employer may require of Employee from time to time. If so
employed, Employee also agrees (1) to use his or her best efforts to obtain
and retain trade for the Employer and (2) to faithfully work for the Employer
in the performance of any assigned duties as a sales or service representative
of the Employer.
2. EMPLOYEE BENEFITS. Employee shall receive medical and
hospitalization insurance, pension and other benefits, to the extent such
benefits are consistent with Employer's general practices and policies, or as
otherwise agreed between Employer and Employee.
3. RESTRICTIVE COVENANTS. In consideration of the Employee's
employment by Employer, or Employer's willingness to grant to Employee any
Increased Benefits defined earlier in this Agreement, as the case may be, and
the continued employment of Employee by Employer, Employee hereby covenants
and agrees as follows:
A. PROTECTION OF CONFIDENTIAL INFORMATION. While in the employ
of any member of the G&K Group or at any time after termination of such
employment, Employee shall not (1) directly or indirectly use for Employee's
own benefit, or (2) disclose, provide any person or entity with, or permit any
person or entity access to, any information concerning the G&K Group's
customer lists or routes, pricing, purchasing, inventory, business methods,
training manuals or other materials developed for G&K's employee training
programs, or any other non-public material information, relating to the
business of the G&K Group, except in the usual course of Employee's duties for
a member of the G&K Group. Furthermore, except in the
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usual course of Employee's duties for a member of the G&K Group, Employee
shall not at any time (1) remove any data or material from the offices of any
member of the G&K Group, (2) record any of the contents of said data or
material or (3) use for Employee's own benefit or disclose to any one directly
or indirectly competing with a member of the G&K Group any information, data
or materials obtained from the files of the G&K Group.
Upon termination of employment, Employee shall collect and
return, to the member (or its authorized representative) of the G&K Group last
employing Employee all original copies and all photocopies of customer lists,
prospective customer lists, contracts, books, records, training manuals,
correspondence, business and financial records, operations reports or any part
thereof acquired by Employee in the course of employment by any member of the
G&K Group.
B. CONFLICTS DURING EMPLOYMENT. While in the employ of any
member of the G&K Group, Employee shall not:
(1) solicit, induce or encourage any other G&K Group
Employee to violate any term of their employment
contract.
(2) be at the same time employed by a competing company.
The foregoing restrictions shall survive both termination of
this Agreement and termination of Employee's employment by any member of the
G&K Group.
C. COVENANT NOT TO COMPETE. During a period of eighteen (18)
months from and after the date of termination of Employee's employment with
the G&K Group for any reason, Employee shall not, anywhere within the
geographic area in which Employer (or any other member of the G&K Group which
employed Employee within three (3) years prior to such date) is conducting its
businesses as of such date (the "Restricted Area"), directly or indirectly:
(1) have any ownership interest in, financial
participation in, or become employed by any
competitor of any member of the G&K Group in the
Restricted Area; or
(2) call upon, solicit, or attempt to take away any
customers or accounts of the G&K Group, with whom the
Employee became acquainted as a result of employment
of any member of the G&K Group; or
(3) solicit, induce or encourage any employee of the G&K
Group to violate any term of their employment
contract with the G&K Group, or to assist any other
person or entity to do so.
The foregoing competitive restrictions shall survive
termination of this Agreement and shall be effective and enforceable for
eighteen (18) months following termination of Employee's employment with the
member of the G&K Group last employing Employee, unless such period is
extended for an additional length of time pursuant to this Agreement.
D. REMEDIES. Employee acknowledges that irreparable harm will
result to the G&K Group, its business and property, in the event of a breach
of this Agreement by Employee, and that any remedy at law would be inadequate;
and therefore, in the event this Agreement is breached by Employee, the
affected members of the G&K Group shall be entitled, in addition to all other
remedies or damages at law or in equity, to temporary and permanent
injunctions and orders to restrain the violation hereof by Employee and all
persons or entities acting for or with Employee.
In the event of any breach of the foregoing restrictions,
Employee agrees to pay the reasonable attorneys' fees incurred by Employer in
pursuing any of its rights and remedies with respect to such breach, in
addition to the actual damages sustained by Employer as a result thereof.
Furthermore, in the event of a breach of Employee's covenant
not to compete, the eighteen (18) month period stated therein shall be
automatically extended and shall remain in full force during the period of
time such breach continues.
4. SEVERABILITY. It is agreed that each of the provisions
contained herein is severable and, if any provision hereof shall to any extent
be invalid or unenforceable, the remainder of this Agreement, including such
provision in circumstances other than those in which it is held invalid or
unenforceable, shall not be affected thereby and shall be valid or enforceable
to the fullest extent permitted by law; provided, however, that if any
provision hereof is held to be invalid or unenforceable
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because of its duration or the territory covered, Employee and Employer agree
to be bound by any reasonable period of time or reasonable territory, or both,
as the case may be, determined by a court of competent jurisdiction.
5. WAIVER. Any waiver by Employer, or any other member of the G&K
Group, of one or more breaches of this Agreement by Employee shall not prevent
subsequent enforcement of the Agreement by any of them or be deemed a waiver
by any of them of any subsequent breach of this Agreement.
6. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties hereto and may not be modified orally, but only by an agreement
in writing signed by both parties.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Employer and Employee and shall inure to the benefit of Employee, the
legal representatives of Employee and the successors and assigns of Employer
and each member of the G&K Group, but shall not be assignable by Employee. In
the event Employee's employment is transferred between members of the G&K
Group, this Agreement shall be deemed to have been assigned to the member
currently employing Employee.
8. GOVERNING LAW. This Agreement will be governed by and
interpreted under the laws of the State of Minnesota.
9. VOLUNTARY AGREEMENT. Employee enters into this Agreement
voluntarily and after having had the opportunity to consult with an advisor of
his/her choice.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement as of the day and year first above written.
G&K SERVICES, INC.
a member of the G&K Group
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Hope
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Xxxxxx Xxxxxxx Xxxxxxx Hope
EMPLOYEE Chief Executive Officer
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(THIS SPACE INTENTIONALLY LEFT BLANK)
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