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Exhibit 10.15
RETIREMENT AGREEMENT
This Agreement made and entered into this 31st day of December, 1995,
by and between TRIDEX CORPORATION ("Tridex" or the "Company"), a Connecticut
corporation with a principal place of business at 00 Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000, and XXXXX XXXXXX ("Xxxxxx"), an individual residing at 000
Xxxxxxx Xxxxxxxxx, Apartment 311, Building 96, Palm Aire, Xxxxxxx Xxxxx, Xxxxxxx
00000, with reference to the following background:
WHEREAS, Xxxxxx is an executive employee of Tridex pursuant to a
Consulting Services Agreement, dated April 16, 1992 as amended by an Agreement
dated April 1, 1995 (the "Consulting Services Agreement");
WHEREAS, Xxxxxx and Tridex desire to terminate in part the Consulting
Services Agreement;
WHEREAS, Xxxxxx has contributed significantly to the growth and success
of Tridex;
WHEREAS, the parties now wish to enter into this Agreement effective as
of December 31, 1995;
NOW, THEREFORE, intending to be legally bound hereby and in
consideration of the mutual agreements contained herein, the parties hereto
agree as follows:
1. Termination of Agreement. Tridex and Xxxxxx agree to terminate those
provisions of the Consulting Services Agreement contained in paragraph 3 and 4
thereof, effective December 31, 1995, the date of Xxxxxx'x retirement. The
remainder of covenants, terms and conditions of the Consulting Services
Agreement shall remain in full force and effect as set forth therein.
2. Retirement Benefit. Effective as of January 1, 1996, Tridex shall
pay Xxxxxx, in equal monthly installments, a pension benefit at the rate of
$100,000 per year until his death or until March 31, 2000, whichever shall occur
first.
3. Effect of a Change of Control Transaction. If a Change of Control
Transaction, as hereinafter defined, occurs, Tridex will establish a trust of
which it will be treated as the owner under Section 671-679 of the Internal
Revenue Service Code of 1986, as amended (a "Rabbi Trust") and immediately
deposit funds with the Trustee equal to the then present value of the remaining
retirement benefit provided for in Paragraph 2 above. The Trust shall be
irrevocable, except that the Trust shall provide that any Trust assets remaining
after all retirement payments provided for in Paragraph 2 above have been made
shall revert to Tridex and the Trust shall also provide that prior to Xx.
Xxxxxx'x death, the Trust assets shall not be reachable by Tridex or its
creditors except in the case of the insolvency or bankruptcy of Tridex. The
Trust shall be in substantially the form attached hereto as Exhibit A.
As used herein, a "Change of Control Transaction" shall mean a change
in control of Tridex that results other than from a transaction or series of
transactions between or among two or more of Xxxxx Xxxxxx, Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx Knee and Xxxxxx Knee (collectively the
"Xxxxxx Group") and is of a nature that would be required to be reported (i) in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), as in effect on the date
of this Agreement, or (ii) on a Form 8-K filed under the Exchange Act or (iii)
in any other filing by Tridex with the Securities and Exchange Commission;
provided that, without limitation, a Change of Control Transaction shall also be
deemed to have occurred if:
(A) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than a member of the Xxxxxx Group, becomes a
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Tridex representing 25% or
more of the voting power of the then-outstanding securities of Tridex;
or
(B) during any period of two consecutive calendar years there is a
change of 40% or more in the composition of the Board of Directors of
Tridex in office at the beginning of the period except for changes
approved by at least two-thirds of the directors then in office who
were directors at the beginning of the period; or
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(C) Tridex shall cease to be a publicly-owned corporation whose shares
entitled to vote for the election of directors are listed on the
American Stock Exchange or another national securities exchange.
4. Calculation of Lump Sum Payment. The lump sum payment provided for
in Paragraph 3 above shall be calculated by applying a discount rate equal to
the applicable annual interest rate established by the Pension Benefit Guaranty
Corporation for purposes of determining the present value of an immediate
annuity distributable to a plan participant upon plan termination for the second
month preceding the month in which the Change of Control Transaction occurs.
5. Status Under ERISA. This Agreement is intended to constitute a plan
that is funded and maintained by Tridex primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees within the meaning of Sections 201(2), 301(a)(3) and Section 401(a)(1)
of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, and
shall be interpreted and administered accordingly.
6. Plan Administration. This Agreement shall be administered by the
Board of Directors of the Company which shall have full discretionary authority
to interpret the provisions of the plan and which shall, to the extent required
by ERISA, constitute the administrator of the pension benefit plan created
hereby. The Board may establish its own operative and administrative rules and
procedures in connection with this Agreement to the extent that they are
consistent with Section 503 of ERISA and the regulations thereunder.
7. Withholding of Taxes. Tridex may withhold from any payments made
under this Agreement all federal, state, or local taxes as shall be required
pursuant to any law, regulation or ruling.
8. Notices. Any notices or other communications under this Agreement
shall be sufficient if in writing and sent by registered or certified mail to
Xxxxxx at the last address he has filed in writing with Tridex or in the case of
Tridex, at its principal executive offices.
9. Non-alienation. Xxxxxx shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any amounts provided
under this Agreement; and no benefits payable hereunder shall be assignable in
anticipation of payment either by voluntary or involuntary acts, or by operation
of law.
10. Successor Tridex. This Agreement shall bind Tridex, its successors
and assigns. Subject to the provisions of Section 12, Tridex, shall use its best
efforts to require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Tridex to assume and agree to perform this Agreement in the
same manner and to the same extent that Tridex would be required to perform if
no such succession had taken place. As used in this Agreement, "Tridex" shall
mean Tridex as hereinbefore defined and any successor to or assignee of all or
substantially all of its business and/or assets.
11. Severability. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction or under any circumstances will be ineffective
to the extent of such invalidity or unenforceability only without invalidating
or rendering unenforceable the remaining provisions hereof in such jurisdiction
or under such circumstances, and any such invalidity or unenforceable shall not
invalidate or render unenforceable such provision in any other jurisdiction or
under any other circumstances.
12. No Assignment. This Agreement is personal in nature, and neither
this Agreement nor any rights or obligations hereunder may be assigned (whether
voluntarily or by operation of law) by either party without the prior written
consent of the other, and any purported assignment without such consent shall be
null and void.
13. Modification. This Agreement may not be amended or modified except
in a writing duly signed by each of the parties hereto.
14. Waivers. The failure of either party to require performance of any
term or obligation of the Agreement, and the waiver by either party of any
breach of this Agreement will not be deemed a waiver of such terms or obligation
and will not foreclosure subsequent enforcement of such term or obligation or
deemed a waiver of any subsequent breach.
15. Counterparts, Section Heading. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. The section heading
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
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16. Governing Law. This Agreement shall be governed by and interpreted
and enforced in accordance with the substantive laws of the State of
Connecticut, without any reference to the principals governing the conflict
applicable in that or any other jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
TRIDEX CORPORATION
By:
Title:
Xxxxx Xxxxxx
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