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EXHIBIT 20
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, dated as of November 12, 1996, by and between
Medex, Inc., an Ohio corporation (the "Company"), and Xxxxx X. Xxxxxxxxx (the
"Executive").
The Company agrees to employ Executive and Executive agrees to
serve in the employ of Company as an executive, as follows:
1. Term. Executive acknowledges that this Agreement does not create any
obligation on Executive's part to work for Company, nor for Company to employ
Executive for any fixed period of time, and Executive's employment may be
terminated at any time with or without cause. Executive and Company
acknowledge that employment of Executive will be subject to the terms and
conditions of this Agreement, but shall be terminable at will by either party.
The term of this Agreement is one year, except that Section 5 shall survive the
expiration or termination of this Agreement.
2. Notice. Written notice of termination of Executive's employment shall
be given by either the Company or Executive to the other Party not less than 90
days prior to the effective date of said termination. Such notice shall be
given to the Company at 00000 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000,
Attention: Vice President, Human Resources and to Executive at
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his place of employment. Executive and Company acknowledge that the notice of
termination requirement of this Section in no way effects the at-will
employment relationship between the Parties.
3. Compensation. As compensation for all services tendered by Executive
under this Agreement, Executive shall be paid as follows:
A. Salary. Executive shall be paid a base salary at the rate in
effect immediately prior to the date of this Agreement. The salary will be
paid in the same installments as prevail for other executives of the Company.
B. Benefits. In addition, Executive shall be eligible to participate
in the benefit plans and programs which were applicable to similarly situated
executives.
X. Xxxxxxxxx. In the event Executive's employment is involuntarily
terminated by the Company within one year from the date of this Agreement,
other than after a "change in control" as defined in the Employment Agreement,
as amended, previously executed by Executive, Executive shall be entitled to
severance payments equivalent to two years of salary and bonus (based upon
"Target Income"). However, should Executive's employment be terminated due to
the occurrence of any of the following: Executive violates the provisions of
Section 4 or 5 herein, commits, is arrested or otherwise officially charged
with a
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felony or any crime involving moral turpitude, or any other criminal activity
or unethical conduct which, in the good faith opinion of the Company, would
impair Executive's ability to perform his duties hereunder or would impair the
business reputation of the Company, Executive shall not be entitled to receive
any severance payments. Company and Executive acknowledge that the merger
contemplated with Furon Company shall not constitute a "change in control"
under the Employment Agreement.
4. Obligation of Loyalty. Throughout Executive's employment with the
Company, Executive is required to devote his full time and energy to the
performance of his duties and responsibilities and to the promotion of the
Company's interests.
5. Confidentiality. Recognizing that the knowledge and information about,
or relationships with, the business associates, customers, clients and agents
of the Company and its subsidiaries or affiliates and the business methods,
systems, plans and policies of the Company and of its subsidiaries and
affiliates which Executive has heretofore and shall hereafter receive, obtain
or establish as an employee of the Company or otherwise are valuable and unique
assets of the Company, Executive agrees that, during the continuance of this
Agreement and thereafter, he shall not (otherwise than pursuant to his duties
hereunder) disclose without the written consent of the Company, any material or
substantial, confidential or proprietary
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know-how, data or information pertaining to the Company, its subsidiaries or
affiliates, or its business, personnel or plans, to any person, firm,
corporation or other entity, for any reason or purpose whatsoever. Executive
acknowledges and agrees that all memoranda, notes, records and other documents
made or compiled by Executive or made available to Executive concerning the
Company's business shall be the Company's exclusive property and shall be
delivered by Executive to the Company upon expiration or termination of this
Agreement or at any other time upon the request of the Company.
6. Severability. If any provision of this Agreement or any part hereof is
invalid, unlawful or incapable of being enforced by reason of any rule of law
or public policy, all conditions and provisions of this Agreement which can be
given effect without such invalid, unlawful or enforceable provision shall,
nevertheless, remain in full force and effect.
7. Warranty. Executive warrants and represents that he is not and will
not become a party to any agreement, contract, arrangement or understanding,
whether of employment or otherwise, that would in any way restrict or prohibit
him from undertaking or performing his duties in accordance with this
Agreement.
8. Effect of Other Agreements. This Agreement does not supersede any
previously written and executed agreements between the parties herein, such as
the "Employment Agrement" which
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becomes effective under certain conditions when there is a change in control of
the Company. The Executive has reviewed and executed the "Memorandum and
Acknowledgement" dated September 20, 1996 concerning Supplemental Executive
Retirement Plan/Keyman Life Insurance. The Memorandum and Acknowledgement is
incorporated herein by reference as if set forth fully herein. This Agreement
shall, from the date of its execution, supersede, in all respects, all previous
oral agreements in regard to employment between Executive and the Company.
This Agreement shall not be altered, modified, amended or terminated except by
written instrument signed by each of the parties hereto.
9. Governing Law. This Executive Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Ohio.
10. Effectiveness. This Effective Employment Agreement shall become
effective upon consummation of the tender offer being made by Furon Company
for the outstanding Common Stock of the Company.
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In witness whereof, the parties hereto, intending to be legally bound,
have executed this Agrement as of the date first written above.
EXECUTIVE COMPANY: MEDEX, INC.
Name: By:
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Xxxxx X. Xxxxxxxxx
Date: Title:
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Date:
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