EXHIBIT 10.29 EMPLOYMENT AND NONCOMPETITION AGREEMENT This AGREEMENT (the "Agreement") is made as of December 18, 1998 (the "Effective Date"), by and between Merkert American Corporation, a Delaware corporation (the "Employer"), and Gerald R. Leonard...

 
                                                                   EXHIBIT 10.29


                    EMPLOYMENT AND NONCOMPETITION AGREEMENT


     This AGREEMENT (the "Agreement") is made as of December 18, 1998 (the
"Effective Date"), by and between Xxxxxxx American Corporation, a Delaware
corporation (the "Employer"), and Xxxxxx X. Xxxxxxx (the "Executive").  In
consideration of the mutual covenants contained in this Agreement, the Employer
and the Executive agree as follows:

     1.   Employment.  The Employer agrees to employ the Executive and the
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Executive agrees to be employed by the Employer on the terms and conditions set
forth in this Agreement.

     2.   Capacity.  The Executive shall serve the Employer as Chief Executive
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Officer and President, subject to election by the Board of Directors of the
Employer (the "Board of Directors") or in such other or additional offices as
the Executive may be requested to serve by the Board of Directors or the Chief
Executive Officer.  In such capacity or capacities, the Executive shall perform
such services and duties in connection with the business, affairs and operations
of the Employer as may be assigned or delegated to the Executive from time to
time by or under the authority of the Board of Directors or the Chief Executive
Officer.

     3.   Term.  Subject to the provisions of Section 6, the term of employment
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pursuant to this Agreement shall be three (3) years from the Effective Date (the
"Initial Term") and shall continue from month to month thereafter (the "Extended
Term"), subject to either party's thirty (30) day advance notice of non-renewal
(a "Non-renewal Notice").

     4.   Compensation and Benefits.  The regular compensation and benefits
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payable to the Executive under this Agreement shall be as follows:

          (a) Salary.  For all services rendered by the Executive under this
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     Agreement, the Employer shall pay the Executive a salary (the "Salary") at
     the annual rate of FOUR HUNDRED THOUSAND DOLLARS ($400,000), subject to
     increase from time to time in the discretion of the Board of Directors or
     the Compensation Committee of the Board of Directors (the "Compensation
     Committee").  The Salary shall be payable in periodic installments in
     accordance with the Employer's usual practice for its senior executives.

          (b) Bonus. Beginning with the fiscal year ending December 31, 1998,
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     the Executive shall be entitled to participate in an annual incentive
     program established by the Board of Directors or the Compensation Committee
     with such terms as may be established in the sole discretion of the Board
     of Directors or Compensation Committee.

          (c) Regular Benefits.  From and after the commencement of the Initial
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     Term, the Executive shall continue to participate in such employee benefit
     plans of 

 
     Xxxxxxx Enterprises, Inc. in which the Executive participated prior to the
     acquisition of Xxxxxxx Enterprises, Inc. and which may have been adopted or
     assumed by the Employer in its sole discretion (the "Predecessor Plans").
     The Executive may continue to participate in each such Predecessor Plan, in
     accordance with and subject to each such Predecessor Plan's terms and
     conditions, as may be modified or amended from time to time by the
     Employer, until such time as the Employer terminates any such Predecessor
     Plan. Thereafter, the Executive shall be entitled to participate in any
     employee benefit plans, including, without limitation, medical insurance
     plans, life insurance plans, disability income plans, retirement plans, and
     other benefit plans, which the Employer may from time to time have in
     effect for all or most of its senior executives. During the Initial Term,
     the Employer shall provide the Executive with medical insurance coverage
     that is substantially equivalent to the medical insurance coverage
     applicable to the Executive immediately prior to the acquisition of Xxxxxxx
     Enterprises, Inc. The Executive's participation in any employee benefit
     plan shall at all times be subject to the terms of the applicable plan
     documents, generally applicable policies of the Employer, applicable law
     and the discretion of the Board of Directors, the Compensation Committee or
     any administrative or other committee provided for in or contemplated by
     any such plan. Nothing contained in this Agreement shall be construed to
     create any obligation on the part of the Employer to establish any such
     plan or to maintain the effectiveness of any such plan which may be in
     effect from time to time.

          (d) Other Benefits and Perquisites.
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               (i) Expenses.  The Employer shall reimburse the Executive for
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               expenses reasonably incurred by the Executive in furtherance of
               his duties for the Employer hereunder. The Employer's obligation
               to reimburse the Executive for such expenses shall be subject to
               the Employer's expense reimbursement policies, as established,
               modified or amended by the Employer from time to time, and the
               submission by the Executive of documentation in a form acceptable
               to the Employer.

               (ii) Automobile.  During the Initial Term, the Executive shall be
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               entitled to use an automobile supplied by the Employer and to
               receive reimbursement from the Employer for business-related
               automobile expenses to the extent that and subject to
               substantially equivalent terms and conditions on which Xxxxxxx
               Enterprises, Inc. provided such benefits to the Executive
               immediately prior to the acquisition of Xxxxxxx Enterprises, Inc.

               (iii)  Vacation.  The Executive shall be entitled to accrue on a
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               pro rata basis up to four (4) weeks of paid vacation per year.
               The Executive's entitlement to carry-over unused vacation from
               year to year shall be subject to vacation policies established,
               and as modified or amended, from time to time by the Employer;
               provided, that nothing contained herein shall be construed to
               require the Employer to permit the carry-over of unused vacation.

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          (e) Taxation of Payments and Benefits.  The Employer shall undertake
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     to make deductions, withholdings and tax reports with respect to payments
     and benefits under this Agreement to the extent that it reasonably and in
     good faith believes that it is required to make such deductions,
     withholdings and tax reports.  Payments under this Agreement shall be in
     amounts net of any such deductions or withholdings.  Nothing in this
     Agreement shall be construed to require the Employer to make any payments
     to compensate the Executive for any adverse tax effect associated with any
     payments or benefits or for any deduction or withholding from any payment
     or benefit.

          (f) Exclusivity of Salary and Benefits.  The Executive shall not be
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     entitled to any payments or benefits other than those provided under this
     Agreement.

     5.   Extent of Service.  During the Executive's employment under this
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Agreement, the Executive shall, subject to the direction and supervision of the
Board of Directors or the Chief Executive Officer, devote the Executive's full
business time, best efforts and business judgment, skill and knowledge to the
advancement of the Employer's interests and to the discharge of the Executive's
duties and responsibilities under this Agreement.  The Executive shall not
engage in any other business activity, except as may be approved by the Board of
Directors;  provided that nothing in this Agreement shall be construed as
preventing the Executive from:

          (a) investing the Executive's assets in any company or other entity in
     a manner not prohibited by Section 7(d) and in such form or manner as shall
     not require any material activities on the Executive's part in connection
     with the operations or affairs of the companies or other entities in which
     such investments are made; or

          (b) engaging in religious, charitable or other community or non-profit
     activities that do not impair the Executive's ability to fulfill the
     Executive's duties and responsibilities under this Agreement.

     6.   Termination and Termination Benefits.  Notwithstanding the provisions
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of Section 3, the Executive's employment under this Agreement shall terminate
under the following circumstances set forth in this Section 6.

          (a) Termination by the Employer for Cause.  The Executive's employment
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     under this Agreement may be terminated for cause without further liability
     on the part of the Employer effective immediately upon a vote of the Board
     of Directors and written notice to the Executive.  Only the following shall
     constitute "cause" for such termination:

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               (i) dishonest statements or acts of the Executive with respect to
          the Employer or any affiliate of the Employer which constitute
          material disloyalty or dishonesty toward the Employer or any affiliate
          of the Employer or cause significant damage to the Employer or any
          affiliate of the Employer, including damage to the business reputation
          of the Employer or any affiliate of the Employer;

               (ii) the commission by or indictment of the Executive for (A) a
          felony or (B) any misdemeanor involving moral turpitude, deceit,
          dishonesty or fraud ("indictment," for these purposes, meaning an
          indictment, probable cause hearing or any other procedure pursuant to
          which an initial determination of probable or reasonable cause with
          respect to such offense is made);

               (iii) subject to the provisions of subsection (e) below, failure
          to perform to the reasonable satisfaction of the Board of Directors a
          substantial portion of the Executive's duties and responsibilities
          reasonably assigned or delegated under this Agreement, which failure
          continues, in the reasonable judgment of the Board of Directors, after
          written notice given to the Executive by the Board of Directors;

               (iv)  gross negligence, willful misconduct or insubordination of
          the Executive with respect to the Employer or any affiliate of the
          Employer which is repeated or continued by the Executive, in the
          reasonable judgment of the Board of Directors, after written notice
          given to the Executive by the Board of Directors; or

               (v) material breach by the Executive of any of the Executive's
          material obligations under this Agreement, which breach is repeated or
          continued by the Executive, in the reasonable judgment of the Board of
          Directors, after written notice given to the Executive by the Board of
          Directors.

          (b) Termination by the Executive.  The Executive's employment under
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     this Agreement may be terminated by the Executive by written notice to the
     Board of Directors at least thirty (30) days prior to such termination.

          (c) Termination by the Employer Without Cause.  Subject to the payment
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     of Termination Benefits pursuant to Section 6(d), the Executive's
     employment under this Agreement may be terminated by the Employer without
     cause upon written notice to the Executive of a vote by the Board of
     Directors to terminate delivered to the Executive at least thirty (30) days
     prior to such termination, provided that, the Employer, in its sole
     discretion, may elect to earlier terminate the Executive without such
     notice upon payment to the Executive of additional compensation for the
     number days by which thirty (30) exceeds the number of days by which such
     notice preceded the date of such termination.

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          (d) Certain Termination Benefits.  Unless otherwise specifically
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     provided in this Agreement or otherwise required by law, all compensation
     and benefits payable to the Executive under this Agreement shall terminate
     on the date of termination of the Executive's employment under this
     Agreement pursuant to this Section 6 or due to delivery of a Non-renewal
     Notice from either party to the other.  Notwithstanding the foregoing, in
     the event of termination of the Executive's employment with the Employer
     pursuant to Section 6(c) above, the Employer shall provide to the Executive
     the following termination benefits ("Termination Benefits"):

               (i) continuation of the Salary at the rate then in effect
               pursuant to Section 4(a);

               (ii) continuation of group health plan benefits, (A) if permitted
               by Employer's health plan or if Employer self-insures (provided
               that Employer shall have no obligation to self-insure), until the
               expiration of the Initial Term, or (B) if not permitted by
               Employer's health plan, to the extent authorized by and
               consistent with 29 U.S.C (S) 1161 et seq. (commonly known as
               "COBRA"), in either case with the cost of the regular premium for
               such benefits shared in the same relative proportion by the
               Employer and the Executive as in effect on the date of
               termination; and

               (iii) continuation of automobile benefits as in effect on the 
               date of termination pursuant to Section 4(d)(ii).

     The Termination Benefits set forth in (i) above shall continue effective
until the later of (A) the expiration of the Initial Term or (B) for twelve
months from the date of termination of employment, provided that the Executive
shall not have materially breached, (1) as of the date of termination, any of
his or her covenants or agreements contained in Sections 7 and 8 of this
Agreement or (2) thereafter, any of his or her covenants or agreements contained
in this Agreement.  The Termination Benefits set forth in (ii) and (iii) above
shall continue effective until the expiration of the Initial Term, provided that
the Executive shall not have materially breached, (x) as of the date of
termination, any of his or her covenants or agreements contained in Section 7
and 8 of this Agreement or (y) thereafter, any of his or her covenants or
agreements contained in this Agreement.  Notwithstanding the foregoing, nothing
in this Section 6(d) shall be construed to affect the Executive's right to
receive COBRA continuation entirely at the Executive's own cost to the extent
that the Executive may continue to be entitled to COBRA continuation after the
Executive's right to cost sharing under Section 6(d)(ii) ceases.

          (e) Disability.  Notwithstanding the provisions of subscription
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     (a)(iii) below, if the Executive shall be disabled so as to be unable to
     perform the essential functions of the Executive's then existing position
     or positions under this Agreement with or without reasonable accommodation,
     the Chief Executive Officer or the Board of 

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     Directors may remove the Executive from any responsibilities and/or
     reassign the Executive to another position with the Employer for the
     remainder of the Initial Term or, if the Initial Term has expired, any
     Extended Term, or during the period of such disability. Notwithstanding any
     such removal or reassignment, the Executive shall continue to receive the
     Executive's full Salary (less any disability pay or sick pay benefits to
     which the Executive may be entitled under the Employer's policies) and
     benefits under Section 4 of this Agreement (except to the extent that the
     Executive may be ineligible for one or more such benefits under applicable
     plan terms) for a period of time equal to the remainder of the Initial Term
     or, if the Initial Term has expired, any Extended Term, provided that the
     Executive remains employed by the Employer during such period. In the event
     that the Employer terminates the Executive's employment without cause
     pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to
     the Executive, in either case due to the Executive's continuing inability
     to perform the essential functions of the Executive's then existing
     position or positions, the Executive shall be eligible to receive
     Termination Benefits subject to and in accordance with the terms and
     conditions of Section 6(d), provided that the Executive's Termination
     Benefit additionally shall be subject to reduction by the amount of any
     payments the Executive receives under any disability benefit plan or plans
     or insurance policies the Employer maintains for the Executive, or under
     worker's compensation, or state or federal disability benefit programs. If
     any question shall arise as to whether during any period the Executive is
     disabled so as to be unable to perform the essential functions of the
     Executive's then existing position or positions with or without reasonable
     accommodation, the Executive may, and at the request of the Employer shall,
     submit to the Employer a certification in reasonable detail by a physician
     selected by the Employer to whom the Executive or the Executive's guardian
     has no reasonable objection as to whether the Executive is so disabled or
     how long such disability is expected to continue, and such certification
     shall for the purposes of this Agreement be conclusive of the issue. The
     Executive shall cooperate with any reasonable request of the physician in
     connection with such certification. If such question shall arise and the
     Executive shall fail to submit such certification, the Employer's
     determination of such issue shall be binding on the Executive. Nothing in
     this Section 6(e) shall be construed to waive the Executive's rights, if
     any, under existing law including, without limitation, the Family and
     Medical Leave Act of 1993, 29 U.S.C. (S)2601 et seq. and the Americans with
     Disabilities Act, 42 U.S.C. (S)12101 et seq.

     7.   Confidential Information, Noncompetition and Cooperation.
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          (a) Confidential Information.  As used in this Agreement,
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     "Confidential Information" means information belonging to the Employer
     which is of value to the Employer in the course of conducting its business
     and the disclosure of which could result in a competitive or other
     disadvantage to the Employer.  Confidential Information includes, without
     limitation, financial information, reports, and forecasts; market or sales
     information, plans, methods and techniques; pricing policies; customer
     lists; price lists; inventions, improvements and other intellectual
     property; trade secrets; 

                                       6

 
     know-how; designs, processes or formulae; software; and business plans,
     prospects and opportunities (such as possible acquisitions or dispositions
     of businesses or facilities) which have been discussed or considered by the
     management of the Employer. Confidential Information includes information
     developed by the Executive in the course of the Executive's employment by
     the Employer, as well as other information to which the Executive may have
     access in connection with the Executive's employment. Confidential
     Information also includes the confidential information of others with which
     the Employer has a business relationship, including without limitation its
     principals, packers and suppliers. Notwithstanding the foregoing,
     Confidential Information does not include information in the public domain,
     unless due to breach of the Executive's duties under Section 7(b).

          (b) Confidentiality.  The Executive understands and agrees that the
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     Executive's employment creates a relationship of confidence and trust
     between the Executive and the Employer with respect to all Confidential
     Information.  At all times, both during the Executive's employment with the
     Employer and after its termination, the Executive will keep in confidence
     and trust all such Confidential Information, and will not use or disclose
     any such Confidential Information without the written consent of the
     Employer, except as may be necessary in the ordinary course of performing
     the Executive's duties to the Employer.

          (c) Documents, Records, etc.  All documents, records, data, apparatus,
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     equipment and other physical property, whether or not pertaining to
     Confidential Information, which are furnished to the Executive by the
     Employer or are produced by the Executive in connection with the
     Executive's employment will be and remain the sole property of the
     Employer.  The Executive will return to the Employer all such materials and
     property as and when requested by the Employer.  In any event, the
     Executive will return all such materials and property immediately upon
     termination of the Executive's employment for any reason.  The Executive
     will not retain with the Executive any such material or property or any
     copies thereof after such termination.

          (d) Noncompetition and Nonsolicitation.  During the Initial Term and
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     any Extended Term(s) and for one (1) year thereafter (or during the period
     during which the Executive is entitled to receive Termination Benefits, if
     longer) (the "Restricted Period"), the Executive (i) will not, directly or
     indirectly, whether as owner, partner, shareholder, advisor, consultant,
     agent, employee, co-venturer, creditor, officer, director, trustee or
     otherwise, engage, participate, assist or invest in any Restricted Business
     within the Territory (as those terms are hereinafter defined); (ii) will
     refrain from directly or indirectly employing, attempting to employ,
     recruiting or otherwise soliciting, inducing or influencing any person to
     leave employment with the Employer (other than terminations of employment
     of subordinate employees undertaken in the course of the Executive's
     employment with the Employer); and (iii) will refrain from soliciting or
     encouraging any principal, customer or supplier to terminate or otherwise
     modify adversely its business relationship with the Employer.  The
     Executive 

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     understands that the restrictions set forth in this Section 7(d) are
     intended to protect the Employer's interest in its Confidential Information
     and established employee, customer and supplier relationships and goodwill,
     and agrees that such restrictions are reasonable and appropriate for this
     purpose.

     For purposes of this Agreement, the term "Restricted Business" shall mean
     any business which is competitive with:

          (A) any business conducted by the Employer on the date of the
          termination of Executive's employment with the Employer, and

          (B) any business conducted by the Employer within the twelve (12)
          month period immediately preceding the termination of Executive's
          employment with the Employer, and

          (C) any business the Employer actively considered entering within
          twelve (12) months preceding the date of the termination of
          Executive's employment with the Employer if the Executive had
          knowledge of such consideration and the Employer in fact commences
          conducting such business during the Restricted Period.
          Notwithstanding the foregoing, the Executive may own up to one percent
          (1%) of the outstanding stock of a publicly held corporation which
          constitutes or is affiliated with a Restricted Business.

     For purposes of this Agreement, the term "Territory" shall mean:

          (A) any geographic area in which the Employer engaged in business and
          for which the Executive had any responsibility at the time of the
          termination of the Executive's employment or within the twelve (12)
          month period preceding termination, and

          (B) any geographic area in which the Employer engaged in business at
          the time of the termination of the Executive's employment or within
          the twelve (12) month period preceding termination, and

          (C) any geographic area in which the Employer actively considered
          conducting business within twelve (12) months preceding the date of
          the termination of Executive's employment with the Employer if the
          Executive had knowledge of such consideration and the Employer in fact
          commences conducting business therein during the Restricted Period.

          The parties acknowledge and agree that for purpose of this Section 7,
     the term "Employer" includes the Employer, its related and affiliated
     entities, and their respective predecessors, successors and assigns.

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          (e)  Principals and Customers.  For purposes of construing the
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     provisions of   this Section 7, any and all persons, firms and entities for
     whom the Employer performs   services, to whom the Employer sells or from
     whom the Employer solicits and obtains orders, in the course of its
     business, are and shall be deemed the principals and/or customers of the
     Employer (or its principals), both during and after the Term,
     notwithstanding the fact that some or all of said persons, firms or
     entities may have been induced to give their business to the Employer by
     the solicitation by the Executive, or by someone on his or her behalf,
     either during the usual working hours of the Executive or otherwise, and
     notwithstanding the fact that all or some of such persons, firms or
     entities may have previously been principals or customers of (i) the
     Executive, (ii) any corporation or other entity with which the Executive
     was formerly employed or which was controlled or owned, in whole or in
     part, by the Executive, or (iii) any principal of such corporation or
     entity.

          (f) Third-Party Agreements and Rights.  The Executive hereby confirms
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     that the Executive is not bound by the terms of any agreement with any
     previous employer or other party which restricts in any way the Executive's
     use or disclosure of information or the Executive's engagement in any
     business.  The Executive represents to the Employer that the Executive's
     execution of this Agreement, the Executive's employment with the Employer
     and the performance of the Executive's proposed duties for the Employer
     will not violate any obligations the Executive may have to any such
     previous employer or other party.  In the Executive's work for the
     Employer, the Executive will not disclose or make use of any information in
     violation of any agreements with or rights of any such previous employer or
     other party, and the Executive will not bring to the premises of the
     Employer any copies or other tangible embodiments of non-public information
     belonging to or obtained from any such previous employment or other party.

          (g) Litigation and Regulatory Cooperation.  During and after the
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     Executive's employment, the Executive shall cooperate fully with the
     Employer in the defense or prosecution of any claims or actions now in
     existence or which may be brought in the future against or on behalf of the
     Employer which relate to events or occurrences that transpired while the
     Executive was employed by the Employer.  The Executive's 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 on behalf of the Employer at mutually convenient
     times.  During and after the Executive's employment, the Executive also
     shall cooperate fully with the Employer in connection with any
     investigation or review of any federal, state or local regulatory authority
     as any such investigation or review relates to events or occurrences that
     transpired while the Executive was employed by the Employer.  The Employer
     shall reimburse the Executive for any reasonable out-of-pocket expenses
     incurred in connection with the Executive's performance of obligations
     pursuant to this Section 7(g).

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          (h) Injunction.  The Executive agrees that it would be difficult to
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     measure any damages caused to the Employer which might result from any
     breach by the Executive of the promises set forth in this Section 7, and
     that in any event money damages would be an inadequate remedy for any such
     breach.  Accordingly, subject to Section 8 of this Agreement, the Executive
     agrees that if the Executive breaches, or proposes to breach, any portion
     of this Agreement, the Employer shall be entitled, in addition to all other
     remedies that it may have, to an injunction or other appropriate equitable
     relief to restrain any such breach without showing or proving any actual
     damage to the Employer.

     8.   Arbitration of Disputes.   Any controversy or claim arising out of or
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relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA") in Boston, Massachusetts in accordance with the Employment Dispute
Resolution Rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators.  In the event that any
person or entity other than the Executive or the Employer may be a party with
regard to any such controversy or claim, such controversy or claim shall be
submitted to arbitration subject to such other person or entity's agreement.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  This Section 8 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 8 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 8.

     9.   Consent to Jurisdiction.  To the extent that any court action is
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permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the jurisdiction of the courts of the Commonwealth of
Massachusetts and (to the extent subject matter jurisdiction exists therefor) of
the United States District Court for the District of Massachusetts.
Accordingly, with respect to any such court action, the Executive (a) submits to
the personal jurisdiction of such courts; (b) consents to service of process;
and (c) waives any other requirement (whether imposed by statute, rule of court,
or otherwise) with respect to personal jurisdiction or service of process.

     10.  Integration.  This Agreement constitutes the entire agreement between
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the parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.

     11.  Assignment; Successors and Assigns, etc.  Neither the Employer nor the
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Executive may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent of the other
party; provided that the 

                                       10

 
Employer may assign its rights under this Agreement without the consent of the
Executive in the event that the Employer shall effect a reorganization,
consolidate with or merge into any other corporation, partnership, organization
or other entity, or transfer all or substantially all of its properties or
assets to any other corporation, partnership, organization or other entity. This
Agreement shall inure to the benefit of and be binding upon the Employer and the
Executive and their respective successors, executors, administrators, heirs and
permitted assigns.

     12.  Enforceability.  If any portion or provision of this Agreement
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(including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.

     13.  Waiver.  No waiver of any provision hereof shall be effective unless
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made in writing and signed by the waiving party.  The failure of any party to
require the performance 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
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provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the
Executive at the last address the Executive has filed in writing with the
Employer or, in the case of the Employer, at its main offices, attention of the
Chief Executive Officer, and shall be effective on the date of delivery in
person or by courier or three (3) days after the date mailed.

     15.  Amendment.  This Agreement may be amended or modified only by a
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written instrument signed by the Executive and by a duly authorized
representative of the Employer.

     16.  Governing Law.  This is a Massachusetts contract and shall be
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construed under and be governed in all respects by the laws of the Commonwealth
of Massachusetts, without giving effect to the conflict of laws principles of
such Commonwealth.  With respect to any disputes concerning federal law, such
disputes shall be determined in accordance with the law as it would be
interpreted and applied by the United States Court of Appeals for the First
Circuit.

     17.  Counterparts.  This Agreement may be executed in any number of
          ------------                                                  
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.

                                 [End of text]

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     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Employer, by its duly authorized officer, and by the Executive, as of the
Effective Date.

                              EMPLOYER:

                              XXXXXXX AMERICAN CORPORATION


                              By: /s/ Xxxxxx X. Xxxxx
                                 ---------------------------------
                                 Xxxxxx X. Xxxxx
                                 Chief Financial Officer and Treasurer


                              EXECUTIVE:


                              /s/ Xxxxxx X. Xxxxxxx
                              ---------------------------------
                              Xxxxxx X. Xxxxxxx

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