EXHIBIT 10(h)
AGREEMENT
AGREEMENT made this 25th day of April, 1996, by and between XXXXX
INDUSTRIES, INC., an Ohio corporation ("Employer"), and Xxxxxx X. Xxxxxxx
("Employee").
R E C I T A L S
A. Employee has been employed by Employer for many years and Employee's
experience and knowledge of the affairs of Employer are extremely valuable to
Employer.
B. Employer desires Employee to remain in its service and wishes to receive
the benefit of Employee's knowledge, experience, reputation and contacts.
C. Employer desires to provide additional compensation to Employee which
does not involve any election by Employee to reduce Employee's current
compensation or to forego any increase in future compensation or to defer
receipt of any compensation to which Employee might otherwise be entitled.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the parties hereto, intending to be legally bound, mutually agree as
follows:
1. Continuation of Active Employment. Employee currently plans to continue
in the employ of Employer. This Agreement shall not alter the existing terms of
such employment or any future revision thereof with Employer or any successor of
Employer.
2. Payments Upon Termination of Active Employment. At any time after the
date of this Agreement, Employee may terminate Employee's active employment with
Employer without prejudice to Employee's rights under this Agreement. If
Employee becomes totally and permanently disabled while actively employed by the
Employer, he shall be deemed to have terminated his employment as of the date of
such total and permanent disability. Commencing with the first day of the first
month following the date of such termination, Employer shall pay to Employee the
sum of Six Thousand Two Hundred Fifty and 00/100 Dollars ($6,250.00) per month
for a period of ten (10) years. If employee dies before the expiration of the
payment period, then said monthly payments after Employee's death and during the
remaining term of the payment period, shall be made by Employer to Xxxxx
Xxxxxxx, Employee's surviving spouse, until her death or the balance of the
original ten (10) year period, whichever date is first in time.
3. Death Prior to Termination of Active Employment. If Employee continues
to be employed by Employer and dies prior to termination of active employment
with Employer, then Employer shall pay to Employee's spouse, Xxxxx, the sum of
Six Thousand Two Hundred Fifty and 00/100 Dollars ($6,250.00) per month for a
period of ten (10) consecutive years(1). The first such monthly payment is to be
made on the first day of the first month after such death of Employee.
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(1) or her demise, whichever is first in
4. Assignability. Except to the extent that this provision may be contrary
to law, no assignment, pledge, collateralization, hypothecation or attachment of
any of the benefits under this Agreement shall be valid or recognized by
Employer.
5. Facility of Payments. If Employee shall, in the sole opinion of
Employer, be physically or mentally incapacitated to receive or properly receipt
for such payments, Employer may make such payments to any member of the family
of Employee for the use and benefit of Employee or to any person or institution
providing care for Employee; and all payments so made by Employer shall, to the
amounts thereof, fully discharge and acquit Employer.
6. Employment Rights. This Agreement creates no obligation of Employer to
employ Employee for any specific length of time and creates no obligation of
Employee to continue in Employer's employ for any specific length of time.
Further, this Agreement does not create any other rights in Employee or
obligations on the part of Employer, except those set forth in this Agreement.
However, this Agreement shall in no way limit or modify any other agreement
between Employee and Employer (or any successor )but in no event shall any such
agreement limit the obligations of Employer hereunder.
7. Acceleration of Benefit Payments. Employer hereby reserves the right to
accelerate the payment of any sums required to be paid by it pursuant hereto
without the consent of Employee or his spouse.
8. Filing. The parties hereto acknowledge that a statement concerning this
Agreement must be filed with the Department of Labor and Employer agrees to
prepare and file such statement.
9. Binding Effect. This Agreement shall be binding upon and shall inure to
be benefit of the successors and assigns of the Employer.
10. Law Governing. This Agreement shall be governed by the laws of the
State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
XXXXX INDUSTRIES, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
"EMPLOYER"
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
"EMPLOYEE"