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EXHIBIT 10(i)
TEMPORARY EMPLOYMENT AGREEMENT
This Agreement made as of this 11th day of April, 1995 by and between
DETREX CORPORATION, a Michigan corporation with its principal place of business
at Southfield, Michigan (the "Employer"), its successors and assigns, and
XXXXXXX X. XXXX of 00000 Xxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxxx 00000 (the
"Employee").
WHEREAS, Employer wishes to insure to itself the availability of
Employee's services for a period of time as set forth herein; and
WHEREAS, Employee is willing to be employed by Employer in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, Employer hereby employs and Employee hereby accepts
employment as President of Employer upon the following terms and conditions:
1. Term. The term of employment under this Agreement (the
"Employment Term") shall commence on the date first set forth above ("Employment
Date") and shall continue until terminated by either party in accordance with
paragraph 6 hereof.
2. Compensation. For services rendered hereunder, Employer shall
pay Employee during the Employment Term a salary equal to One Thousand Three
Hundred Fifty Dollars ($1,350.00) for each business day or part thereof in which
Employee performs services hereunder. Employee shall submit time records
showing days worked on a weekly basis. Employee shall be paid on the fifth day
of each month for days worked during the immediately preceding month. Employer
shall withhold income taxes, unemployment taxes and such other taxes as may be
required by applicable federal and/or state laws. For services performed on
weekends, holidays recognized by Employer and business days that Employee takes
as personal days, Employee shall be paid on a pro-rata basis for time spent
performing services on the basis of $1,350.00 per 8-hour day.
3. Benefits. It is understood and acknowledged by both parties that
Employee's employment hereunder is intended to be on a temporary and interim
basis, and that Employer is actively engaged in a search for an individual to
assume the position of President. In recognition of the temporary nature of the
employment hereunder, Employee shall not be eligible for employee benefits
otherwise available to a full-time regular employee of Employer, including but
not limited to paid holidays, paid vacation, health, life or other insurance
plans, retirement plans or bonuses, and Employee hereby waives and releases
Employer from any claims that Employee might otherwise have against Employer
with respect to such benefits.
4. Expenses. Employer shall reimburse Employee for all reasonable
out-of-pocket expenses incurred by Employee in connection with his employment
hereunder. Such expenses shall include, but shall not be limited to, round-trip
travel between Employee's home in Florida and Employer's offices in Michigan at
such times and as often
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as Employee reasonably may determine, and all lodging and subsistence costs
while Employee is on business trips (it being understood that Employee shall
not be paid lodging and subsistence costs while he is Michigan in view of the
fact that he maintains a residence in Michigan), as well as telex, fax and
telephone calls and other normal and incidental allowable expenses in
accordance with Employer's standard policy. Such expenses shall be paid upon
the periodic submission of invoices and shall be paid within thirty (30) days
after the date of such invoice. If Employer has a policy of making cash
advances of anticipated expenses to employees, Employee shall be entitled to
such advances in accordance with the policies and procedures of Employer as may
be in effect from time to time.
5. Services. Employee shall render to the Employer and Employer
shall be entitled to his full time services in the position of President. As
President, Employee shall administer and supervise the day-to-day operations of
the Employer under the direction and supervision of, and in accordance with the
policies and procedures established from time to time by, the Board of Directors
of Employer. While so acting, Employee shall make full and periodic reports to
the Chairman of the Board of Employer or his designee. He shall perform all
administrative and supervisory duties normally incident to the office of
President. Notwithstanding the generality of the foregoing, Employee shall
assist in identifying and evaluating suitable candidates for the post of
President of the Employer. In performing services hereunder, Employee shall
have such authority to bind, and act on behalf of, Employer as the individual
holding the office of President of Employer is granted or permitted by the
By-laws of Employer, or as otherwise may be specified by resolution of the Board
of Directors of Employer.
6. Termination. Either party may terminate this Agreement, and
Employee's employment hereunder, with or without cause, by giving the other
party hereto not less than five (5) working days' written notice. Upon such
termination, neither party shall have any further liability or duty to the other
except for any obligation to pay money which arises during the Employment Term
and remains unpaid upon termination.
7. Indemnification. Employer agrees to defend, indemnify and hold
harmless the Employee from and against any and all claims of action, lawsuits,
losses and liability brought or asserted by third parties against either
Employer or the Employee arising out of any damage or injury occasioned by or
arising in connection with this Agreement or the performance of services by the
Employee hereunder, and from and against all liability for costs, fees, and
legal expenses in connection therewith, except this indemnification shall not
apply to any such claim, cause of action, lawsuit, loss or liability arising
solely from the Employee's gross negligence or willful misconduct.
8. Notices. All notices under this Agreement shall be in writing
and shall be deemed given if delivered personally, if mailed by certified or
registered mail (return receipt requested), or if sent by telex or fax to the
other party, in the case of the Employee, at the address set forth above and, in
the case of Employer, at 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000. Notice shall be deemed given: on the day of receipt
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if hand delivered; five (5) days after mailing, if mailed; and one (1) day
after sending it by telex or fax.
9. Confidentiality. Employee agrees to keep confidential all
information concerning Employer's business, to use it only for the performance
of this Agreement, and not to disclose it to any third person without Employer's
prior written consent. This obligation shall survive for a period of five (5)
years following termination of this Agreement. The foregoing obligations of
confidentiality, non-use and non-disclosure shall not apply to information that
(i) was in the possession of or known to the Employee prior to Employer's
disclosure, (ii) is available to the public at the time of disclosure hereunder,
(iii) becomes available to the public except through a breach of Employee's
obligations hereunder or (iv) is disclosed to Employee by a third party who
Employee reasonably believes is not under a duty of confidentiality with respect
to such information.
10. Miscellaneous Provisions. This Agreement contains the entire and
only agreement between Employee and the Employer respecting the subject matter
hereof. No modification shall be binding upon Employee or the Employer unless
made in writing and signed by an authorized officer of the Employer and by the
Employee.
Employee's obligations of confidentiality, and Employer's obligation
of indemnification, under this Agreement shall survive the termination of this
Agreement regardless of the manner of or reasons for such termination, and
regardless of whether such termination constitutes a breach of this Agreement or
of any other agreement Employee may have with the Employer. If any provisions
of this Agreement are unenforceable for any reason, the validity of any other
provision hereof shall not be affected thereby.
This Agreement shall be governed and construed according to the laws
of the State of Michigan, and shall be deemed to be effective as of the day and
date first set forth above. This Agreement is executed under seal.
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BY SIGNING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ ALL OF
ITS PROVISIONS, THAT EMPLOYEE AGREES TO ALL SUCH TERMS AND THAT THE TERMS AND
CONDITIONS OF THIS AGREEMENT WILL NOT VIOLATE OR BREACH THE TERMS AND
PROVISIONS OF ANY OTHER AGREEMENT OR UNDERSTANDING TO WHICH THE EMPLOYEE IS A
PARTY.
Employee: Xxxxxxx X. Xxxx (L.S.)
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DETREX CORPORATION
By: Xxxxx X. Xxxxxxxxx
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Chairman of the Board
