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Date:
Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxx Xxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Re: Senior Executive's Employment Contract
Dear Xx. Xxxxxxxxx:
This letter sets forth the terms of the Senior Executive's
Employment Contract between yourself (Executive), and Xxxxx & Xxxxxxx, Inc., (P
& L) under which you are to continue your employment with P & L. This
agreement is effective as of January 1, 1983, and supersedes any prior
employment contract between us.
1. The P & L Guidelines on Compensation of Senior
Executives, adopted by the board of directors of P & L on December 20, 1978 and
amended and restated effective as of January 1, 1983 (the "Guidelines"), form a
part of this agreement as fully as if set forth herein, except to the extent,
if any, otherwise specifically provided in this agreement.
2. The Executive will continue to perform his present
duties as an executive of P & L, and will perform such other and additional
executive duties as may from time to time be assigned to him by or under the
authority of the board of directors of P & L, devoting his full business time
and best efforts to the fulfillment of such duties. This
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agreement shall not be construed as assuring to the Executive that he will be
elected or appointed to any particular corporate office by the shareholders
and/or directors of P & L.
3. The Executive's Base Salary for calendar year 1983
shall be _______________, which salary shall be paid on a monthly or
semimonthly basis.
4. The Executive shall continue to participate in the P
& L Pension Plan, and shall also participate in such other present or future
group benefit programs as may be maintained by P & L for the benefit of its
management employees provided that Executive fulfills the eligibility
requirements of each such plan or program in accordance with its terms and
conditions. Executive will be paid or reimbursed for expenses reasonably and
appropriately incurred by him in connection with the performance of his
employment duties.
5. Except as otherwise provided in the Guidelines, the
Executive may not assign, alienate, encumber or otherwise dispose of his right
to receive any amount payable to him under this agreement.
6. The failure of P & L, or the Executive to insist in
any one or more instances upon compliance with any provision of this agreement
shall not be construed as a waiver in whole or in part of any right granted
hereunder or of future compliance with any such provision, and the obligations
of the parties with respect thereto shall continue in full force and effect.
7. Any notice provided for under this agreement may be
given by registered or certified mail addressed as follows:
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If to P & L: Xxxxx & Xxxxxxx, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
If to the Executive: Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxx Xxxx
Xxxx Xxxxx, Xxx Xxxx 00000
or to such other address as P & L shall have given written notice of to the
Executive, or the Executive should have given written notice of to P & L. Any
notice given by mail in accordance with this provision shall be deemed to have
been given on the date of mailing.
8. Except as otherwise provided in Section 5.5 of the
Guidelines, any dispute under this agreement shall be determined by arbitration
in accordance with the procedures of the American Arbitration Association.
9. This agreement shall be binding upon and shall inure
to the benefit of any Successor (by merger, liquidation, reorganization,
purchase of assets or otherwise) of P & L, and, except as otherwise provided
herein, shall be binding upon and inure to the benefit of the Executive's
heirs, distributees, legal representatives and assigns.
Dated: _________________ XXXXX & XXXXXXX, INC.
By
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Agreed and Accepted:
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Executive
