Exhibit 8
EMPLOYMENT AGREEMENT
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This Agreement is made as of the 18th day of September, 1996 between
First Alert, Inc., a Delaware corporation (the "Company"), and B. Xxxxxx Xxxxxxx
(the "Employee").
RECITALS
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WHEREAS, the Company desires to employ the Employee as President and
Chief Executive Officer of the Company and its wholly-owned subsidiary, BRK
Brands, Inc., a Delaware corporation ("BRK Brands"), and the Employee desires to
serve as President and Chief Executive Officer of the Company and BRK Brands, on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:
1. Employment. The Company hereby employs the Employee as the President
and Chief Executive Officer of the Company and BRK Brands, and the Employee
accepts such employment for the term of employment specified in Section 3 below
(the "Employment Term"). During the Employment Term, the Employee shall, subject
to the direction of the Board of Directors of the Company, oversee and direct
the operations of the Company and perform such other duties as may from time to
time be assigned to him by the Board of Directors. The Employee shall also be
elected as a member of the Company's Board of Directors for a term expiring on
the date of the Company's 1999 Annual Meeting of Shareholders.
2. Performance. The Employee agrees to devote his best efforts and all
of his business time to the performance of his duties hereunder during the
Employment Term.
3. Employment Term. The Employment Term shall begin on the date of this
Agreement and continue until September 30, 1999 (the "Initial Employment Term").
Employment shall thereafter continue on the basis hereby established for
successive one year terms unless, more than 180 days prior to the expiration of
the term of employment, either the Employee or the Company provides the other
with written notice that this Agreement will not be renewed (the "Subsequent
Employment Term" and with the Initial Employment Term, the "Employment Term").
Employment during the Employment Term shall be subject to termination in
accordance with the terms of this Agreement.
4. Compensation.
(a) Salary. During the period commencing on the date hereof and
ending on December 31, 1997, the Company shall pay the Employee a base salary,
payable in bi-weekly installments, subject to withholding and other applicable
taxes, at an annual rate of Three Hundred Thousand Dollars ($300,000.00).
Commencing on January 1, 1998, the base salary will be reviewed annually by the
Compensation Committee of the Board of Directors and may be increased but not
decreased.
(b) Bonus. In addition to the annual base salary payable to the
Employee, commencing with the fiscal year ending December 31, 1997, the Employee
shall be eligible to participate in the Management Incentive Bonus Program of
the Company pursuant to which the Employee will be entitled to earn an annual
bonus of up to one hundred percent (100%) of the annual base salary in effect
for such year, subject to achieving specified financial targets established by
the Compensation Committee of the Board of Directors. All bonuses payable under
this Section 4(b) shall be paid to the Employee as soon as practicable after the
delivery of the Company's audited financial statements for the bonus year.
(c) Stock Options. The Employee shall be granted, effective the
date the Employee shall join the Company, an option (the "Option") to purchase
300,000 shares of Common Stock of the Company, at an exercise price (the "Strike
Price") equal to the fair market value of the Common Stock on the business day
immediately preceding the date of grant, as defined in the Company's 1994 Stock
Option Plan (the "Option Plan"). The Option will vest and become exercisable in
four equal annual installments on the first, second, third and fourth
anniversaries of the date of grant. The Option will vest and become immediately
exercisable upon the occurrence of a Change of Control (as defined below). The
Option will be granted pursuant to a Stock Option Agreement in the form of
Exhibit A hereto. In addition, the Employee will be granted an option to
purchase an additional 200,000 shares of Common Stock, at an exercise price
equal to the Strike Price (the "Additional Option"), which will vest and become
exercisable only in the event there shall occur a Change of Control (as
hereinafter defined) prior to December 31, 1997. The Additional Option shall
terminate and be of no further force and effect if a Change of Control is not
consummated prior to December 31, 1997. For purposes of this Agreement, a
"Change of Control" shall mean the happening of any of the following events:
(i) Any acquisition resulting in any person, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2)) of
the Securities Exchange Act of 1934 (the "Exchange Act") having
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the
combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the
Company; excluding, however, the following: (1) any acquisition
directly from the Company, other than an acquisition by virtue
of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the
Company, (2) any acquisition by the Company, (3) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company, (4) any acquisition by the Xxxxxx X. Xxx Company or its
affiliates, or (5) any acquisition by any entity pursuant to a
transaction which is excluded from subsection (ii) below; or
(ii) The approval by the shareholders of the Company
of a reorganization, merger or consolidation or sale or other
disposition of all or
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substantially all of the assets of the Company ("Corporate
Transaction"); excluding, however, any Corporate Transaction
which would result in the voting securities of the Company
immediately prior to such Corporate Transaction continuing to
represent (either by remaining outstanding or being converted
into voting securities or another entity) 50% or more of the
combined voting power of the securities entitled to vote
generally in the election of directors of the Company or such
other entity outstanding immediately after such Corporate
Transaction.
Notwithstanding the foregoing, a Change of Control shall not be deemed to have
occurred if the "person" described in the preceding portions of this Section
4(c) is an underwriter or underwriting syndication that has acquired ownership
of 50% or more of the combined voting power of the Company's then outstanding
voting securities solely in connection with a public offering of the Company's
securities.
(d) Insurance; Other Benefits. The Employee shall be entitled to
participate in all employee benefit plans now existing or hereinafter
established by the Company, including, but not limited to, medical plans, group
life and disability insurance plans, pension, profit sharing or bonus plans,
401(k) plans and any other employee benefit plan or arrangement made available
to executive officers of the Company.
(e) Vacation. The Employee shall be entitled to take four weeks
of paid vacation during each year of the Employment Term, to be taken at such
time or times as shall be mutually convenient and consistent with his duties and
obligations to the Company. The Employee shall be entitled to carry-over not
more than two weeks vacation for use in the immediately succeeding year of the
Employment Term.
(f) Automobile. The Employee shall be entitled to the use of one
Company provided automobile during the Employment Term pursuant to the terms of
the Company's Automobile Policy.
(g) Club Membership. The Company shall reimburse the Employee
for all initiation and annual or monthly dues incurred by the Employee in
connection with one country club membership to a club in the Aurora, Illinois
area selected by the Employee.
(h) Relocation Expenses. The Employee shall be reimbursed by the
Company for all reasonable out-of-pocket expenses incurred by him in relocating
to the Aurora, Illinois area upon receipt of appropriate documentation. Such
expenses shall include travel and temporary living expenses incurred in
relocating, actual moving and storage costs and all transportation expenses
associated with relocating the Employee's personal property. To the extent that
the expenses reimbursed by the Company under this Section 4(h) are included in
the Employee's taxable income and are not tax deductible by the Employee, the
Company will reimburse the Employee for all income taxes attributable to such
expenses reimbursement .
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5. Business Expenses. The Employee shall be reimbursed by the Company
for all reasonable expenses incurred by him in connection with the performance
of his duties hereunder in accordance with policies established by the Board of
Directors from time to time and upon receipt of appropriate documentation.
6. Restrictions on Activities.
(a) Competition. The Employee acknowledges that he will be
employed by the Company in a key executive capacity which will give him access
to confidential information concerning the Company's products, suppliers,
customers, manufacturing operations and research and development activities
throughout the world, that the Company is engaged in a highly competitive
business and that the success of the Company's business in the marketplace
depends upon its goodwill, reputation for quality and dependability and the
preservation of confidential information. The Employee further acknowledges and
agrees that reasonable limits may be placed on his ability to compete against
the Company as provided herein so as to protect and preserve the legitimate
business interests and goodwill of the Company.
During his employment with the Company and the Non-Competition
Period (as defined below), the Employee will not (anywhere in the world where
thex Company or any of its divisions, subsidiaries or affiliates then conducts
business) engage or participate in, directly or indirectly, as principal, agent,
employee, employer, consultant, investor or partner, or assist in the management
of, or own any stock or any other ownership interest in, any business which
competes with the Company (as defined below). For purposes of this Agreement, a
business shall be considered to compete with the Company only if it engages
directly or indirectly in the business of designing, manufacturing, marketing,
distributing or selling (1) residential smoke detectors which are not capable of
being monitored by an alarm control panel, (2) rechargeable lanterns and
flashlights, (3) fire extinguishers, (4) night lights, (5) electromechanical or
electronic timers which are stand alone devices and not part of a lighting
control system, (6) passive infrared motion sensors which are not part of any
lighting control or building control system, (7) fire-resistant storage boxes,
(8) carbon monoxide detectors, (9) fire escape ladders, (10) child safety or
elder care products or (11) any other products which the Company is developing,
designing, manufacturing, marketing, distributing or selling during the
Employee's employment with the Company. Notwithstanding the foregoing, the
Employee may own, directly or indirectly, less than 1% of the capital stock of
any public corporation. For purposes of this Agreement, the "Non-Competition
Period" shall mean twelve (12) consecutive months immediately following the date
the Employee ceases being employed by the Company, whether the Employee's
termination from employment with the Company is voluntary or otherwise.
(b) Non-Solicitation of Employees, Customers and Suppliers. The
Employee acknowledges that by virtue of his employment with the Company he will
have the opportunity to develop knowledge of and relationships with the
Company's employees, customers, and suppliers. The Employee further acknowledges
that the Company's relationships with its
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employees, customers, and suppliers are critical to its ability to operate and
its financial well-being.
While employed by the Company and during the Non-Solicitation
Period (as defined below), the Employee will not solicit, or attempt to solicit,
any officer, director, consultant, executive or employee of the Company or any
of its divisions, subsidiaries or affiliates to leave his or her engagement with
the Company or such division, subsidiary or affiliate nor will he call upon,
solicit, divert or attempt to solicit or divert from the Company or any of its
divisions, subsidiaries or affiliates any party of whose name he was aware
during the term of his employment with the Company and who is, was, or was
solicited to become a customer of the Company or its divisions, subsidiaries or
affiliates at any time during the course of the Employee's employment with the
Company nor will he divert or attempt to divert from the Company or any of its
divisions, subsidiaries or affiliates any supplier (or potential supplier of
whose name he is aware) of the Company, its divisions, subsidiaries or
affiliates; provided, however, that nothing in this subsection 6(b) shall be
deemed to prohibit the Employee from calling upon or soliciting a customer or
supplier during the Non- Solicitation Period if such action relates solely to a
business which does not compete with the Company. For purposes of this
Agreement, the "Non-Solicitation Period" shall mean (i) in the case of the
solicitation of any officer, director, consultant, executive or employee, the
period of thirty-six (36) consecutive months immediately following the date the
Employee ceases being employed by the Company, whether the Employee's
termination from employment with the Company is voluntary or otherwise, and (ii)
in the case of the solicitation of any customer or supplier, the period of
twelve (12) consecutive months immediately following the date the Employee
ceases being employed by the Company, whether Employee's termination from
employment with the Company is voluntary or otherwise.
(c) Proprietary Information. By virtue of his employment by the
Company, the Employee will have access to confidential specifications, strategic
or technical data, marketing research data, product research and development
data, manufacturing techniques, confidential customer lists and sources of
supply, and trade secrets, all of which are confidential and may be proprietary
and are owned or used by the Company, its divisions, subsidiaries or affiliates.
Such information shall hereinafter be called "Proprietary Information" and shall
include any and all items enumerated in the pre-ceding sentence and coming
within the scope of the business of the Company or any of its divisions,
subsidiaries or affiliates as to which the Employee may have had access, whether
conceived or developed by others or by the Employee alone or with others during
the period of his service to the Company, whether or not conceived or developed
during regular working hours. Proprietary Information shall not include any
records, data or information which are in the public domain, provided the same
are not in the public domain as a consequence of disclosure directly or
indirectly by the Employee in violation of this Agreement.
The Employee agrees that Proprietary Information is of critical
importance to the Company. The Employee will keep all Proprietary Information in
a
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fiduciary capacity for the sole benefit of the Company. The Employee shall not
directly or indirectly disclose (except as required by law) to any person other
than the Company or its employees authorized to receive such disclosure by the
Company, or use for his own benefit or for the benefit of any other person or
entity:
(1) any of the Company's trade secrets, at any
time hereafter, and
(2) any Proprietary Information as defined in
subsection 6(c) of this Agreement but which
does not qualify as a trade secret under
Illinois law, while he is employed by the
Company and for a period of thirty-six (36)
months following the date the Employee ceases
being employed with the Company, whether the
Employee's termination from employment with
the Company is voluntary or otherwise.
(d) Non-Disparagement. The Employee further agrees that (1) he
will not, at any time following the date of this Agreement, take any action that
will demean, disparage or criticize the Company, its subsidiaries, divisions or
affiliates or any of their respective officers, employees, agents, directors or
stockholders, and (2) he will not make any negative or adverse remarks
whatsoever to any third party, including without limitation, actual or potential
customers, distributors, sales representatives and investors of the Company and
past, current or future employees and/or consultants of the Company, concerning
the business, operations, technologies, products, services, marketing
strategies, pricing policies, management, affairs and financial condition of the
Company, its subsidiaries, divisions, affiliates and/or their successors,
assigns, stockholders, officers, directors and employees; provided, however,
that nothing contained in this subsection shall be deemed to prohibit the
Employee from truthfully responding to inquiries pursuant to legal process,
providing information as required by law, conducting internal employee
performance appraisals, providing information to the Board or the Company's
officers, employees, and investors as necessary to the performance by the
Employee of his duties, or otherwise performing his duties.
(e) Return of Documents. The Employee agrees that upon his
termination from the Company, whether voluntary or otherwise, the Employee shall
deliver to the Company all notes, letters, documents and records which may
contain Proprietary Information which are then in his possession or control and
shall destroy any and all copies and summaries thereof not returned to the
Company.
(f) Assignment of Inventions. The Employee agrees to assign and
transfer to the Company or its designee, without any separate remuneration or
compensation, his entire right, title and interest in and to all Inventions in
the Field (as defined below), together with all United States and foreign rights
with respect thereto, and at the Company's expense to execute and deliver all
appropriate patent and copyright applications for securing United States and
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foreign patents and copyrights on Inventions in the Field and to perform all
lawful acts, including giving testimony, and to execute and deliver all such
instruments that may be necessary or proper to vest all such Inventions in the
Field and patents and copyrights with respect thereto in the Company, and to
assist the Company in the prosecution or defense of any interference which may
be declared involving any of said patent applications, patents, copyright
applications or copyrights. For the purposes of this Agreement, the words
"Inventions in the Field" shall include any discovery, process, design,
development, improvement, application, technique, or invention, whether
patentable or copyrightable or not and whether reduced to practice or not,
conceived or made by the Employee, individually or jointly with others (whether
on or off the Company's premises or during or after normal working hours) while
in the employ of the Company, and which was or is directly or indirectly related
to the business of the Company or any of its subsidiaries, divisions or
affiliates, or which resulted or results from or was suggested by any work
performed by any employee or agent thereof during the Employee's employment by
the Company and for a period of thirty-six months following the date the
Employee ceases being employed with the Company.
(g) Additional Protections. The obligations of the Employee
under the foregoing subsections 6(a) through 6(f) shall be in addition to, and
shall not limit, any other obligations of the Employee to the Company imposed
either by law or agreement with respect to the matters set forth in this Section
6.
(h) Representation. THE EMPLOYEE REPRESENTS AND WARRANTS THAT
THE KNOWLEDGE, SKILLS AND ABILITIES HE POSSESSED AT THE TIME OF EXECUTION OF
THIS AGREEMENT ARE SUFFICIENT TO PERMIT HIM TO EARN A LIVELIHOOD SATISFACTORY TO
HIMSELF WITHOUT VIOLATING ANY PROVISION OF SECTION 6 HEREOF, FOR EXAMPLE, BY
USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF THEM, IN THE SERVICE OF A
NON-COMPETITOR. THE EMPLOYEE FURTHER REPRESENTS AND WARRANTS THAT HIS ABILITY SO
TO EARN A LIVELIHOOD SATISFACTORY TO HIMSELF DOES NOT DEPEND UPON HIS ABILITY TO
OBTAIN COMPENSATION FOR HIS SERVICES AT, OR IN EXCESS OF, THE LEVEL AT WHICH HE
WILL BE COMPENSATED BY THE COMPANY.
(i) Remedies. It is specifically understood and agreed that any
breach of the provisions of this Section 6 will result in serious and
irreparable injury to the Company's business and that the remedy at law alone
will be an inadequate remedy for such breach, and that in addition to any other
remedy it may have, the Company shall be entitled to obtain the specific
performance of this Agreement by the Employee and to seek both temporary and
permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages. In addition to the foregoing, the Company
shall have no obligation to make any payment or provide any benefit to the
Employee under Section 4 or Section 9 of this Agreement on or after the date on
which any breach of the provisions of this Section 6 occurs and shall have the
right to cease such payments and benefits.
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(j) Severable Provisions. The provisions of this Agreement are
severable and the invalidity of any one or more provisions shall not affect the
validity of any other provision, except that if a court of competent
jurisdiction invalidates or voids this Section 6 or any portion hereof, the
Company shall be entitled to discontinue any payments or benefits that would
otherwise be provided under Section 4 or Section 9 and the Employee shall
forfeit his rights to the same. In the event that a court of competent
jurisdiction, in the course of a proceeding to enjoin the Employee's violation
of this Section 6, shall determine that specific performance of any portion of
this Section cannot be obtained in whole or in part because of the duration or
scope thereof, the parties hereto agree that said court in making such
determination shall have the power to reduce the duration and scope of such
provision to the extent necessary to permit an order of specific performance,
and that the Agreement in its reduced form shall be enforced to the full extent
permitted by law.
8. Termination.
(a) Termination at End of Term. The employment of the Employee
hereunder shall not automatically terminate at the end of the Initial Employment
Term, but shall continue thereafter for Subsequent Employment Terms in the
manner contemplated by Section 3, unless otherwise terminated in the manner
provided in this Section 8.
(b) Termination by the Company With Cause. The Company shall
have the right at any time to terminate the Employee's employment hereunder upon
the occurrence of any of the following (any such termination being referred to
as a termination for "Cause"):
(i) the commission by the Employee of any fraud,
embezzlement or other deliberate and premeditated act of
dishonesty or breach of fiduciary duty against the financial or
business interests of the Company or any of its subsidiaries;
(ii) the drug addiction or habitual intoxication of
the Employee;
(iii) the conviction by the Employee of or the
pleading by the Employee of nolo contendere to, a felony or a
crime involving moral turpitude;
(iv) the willful failure or refusal of the Employee
to perform the duties specified in and pursuant to Section 1
hereof, which failure or refusal is not cured within 15 days
subsequent to notice from the Company to the Employee specifying
the nature of such failure or refusal; or
(v) the breach by the Employee of any material terms
of this Agreement, which breach is not cured within 30 days
subsequent to notice from the Company to the Employee specifying
such breach.
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(c) Termination Upon Death or Disability. The Employee's employment
hereunder shall automatically terminate upon the Employee's death or upon his
inability to perform his duties hereunder by reason of any mental, physical or
other disability for a period of at least six consecutive months, as determined
by a qualified physician.
(d) Termination by the Company Without Cause. The Company shall have the
right to terminate the Employee's employment at any time for any reason without
Cause.
9. Effect of Termination of Employment.
(a) With Cause; Resignation; Death or Disability. If the
Employee's employment is terminated with Cause pursuant to Section 8(b) or if
the Employee's employment is terminated by the death or disability of the
Employee pursuant to Section 8(c) or if the Employee elects to terminate his
employment, the Employee's salary and other benefits specified in Section 4
shall cease at the time of such termination; provided, however, that the
Employee shall be entitled to all salary and bonuses which are accrued through
the date of termination, shall be entitled to continue to participate in the
Company's medical benefit plans to the extent required by law and shall retain
any stock options which have vested through the date of termination in the
manner provided in the Stock Option Agreement.
(b) Without Cause by the Company. If the Employee's employment
is terminated by the Company without Cause pursuant to Section 8(d) prior to the
expiration of the Employment Term, or if the Employee's employment is terminated
as a result of the Company's election to not renew the Agreement, as provided in
Section 3, the Employee's salary and other benefits specified in Section 4 shall
cease at the time of such termination, and the Employee shall only be entitled
to receive all salary and bonuses which are accrued through the date of
termination and the continuation of his base salary, as then in effect, for the
Severance Period (as defined below). In addition, the Employee shall be entitled
to (i) continue his participation in the Company's medical benefit plans for a
period of twelve months from the date of termination on the same terms and
conditions as in effect during the term of his employment hereunder, (ii) retain
any stock options which have vested through the date of termination in the
manner provided in the Stock Option Agreement, and (iii) receive a pro rata
portion of the incentive bonus referred to in Section 4(b) for the fiscal year
in which the Employee is terminated, subject to the Company achieving the
specified financial targets established by the Compensation Committee for such
fiscal year, which bonus, if earned, will be paid to the Employee at the same
time as bonuses are paid to the other participants in the Management Incentive
Bonus Program. The salary payments shall be payable in equal bi-weekly
installments, subject to withholding and other applicable taxes. If the Employee
obtains other employment during the period in which the Company is required to
continue his salary hereunder, the amount of compensation received from such
other employment source during the period that the Company is required to make
payments under this Section 9(b) shall reduce on a dollar-for-dollar basis the
payments otherwise required to be made hereunder, unless the Employee is
terminated in connection with a Change of Control, in which event the payments
required to be made to the Employee under this Section
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9(b) shall not be subject to such reduction. For purposes of this Section 9(b),
the term "Severance Period" shall mean (i) in the case of the termination of the
Employee's employment without Cause pursuant to Section 8(d) prior to the
expiration of the Employment Term, a period equal to the longer of (x) the
remainder of the Employment Term, or (y) twenty-four months from the date of
termination, and (ii) in the case of the termination of the Employee's
employment as a result of the Company's election to not renew the Agreement, a
period equal to twelve months from the date the Company delivers to the Employee
a written notice of its election to not renew this Agreement under Section 3
hereof.
10. Insurance. The Company may purchase insurance on the life of the
Employee, and if it does so, the Employee shall cooperate fully by performing
all the requirements of the life insurer which are necessary conditions
precedent to the issuance of the life insurance policy issued by it.
11. No Other Benefits. Except as specifically provided in this
Agreement, the Employee shall not be entitled to any compensation, severance or
other benefits from the Company or any of its divisions, subsidiaries or
affiliates in the event of the Employee's termination of employment for any
reason.
12. Notice. Any notices required or permitted hereunder shall be in
writing and shall be deemed to have been given when personally delivered or when
mailed, certified or registered mail, postage prepaid, to the following
addresses or such other address as to which notice is given in the manner
provided herein:
If to the Employee:
B. Xxxxxx Xxxxxxx
00000 Xxxx Xxxxx
Xxxxxxx, Xxxxxx 00000
If to the Company:
First Alert, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attn: Chairman
13. General.
(a) Governing Law. The terms of this Agreement shall be governed
by and construed under the laws of the State of Illinois without regard to its
principles of conflicts of laws.
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(b) Assignability. The Employee may not assign his interest in
or delegate his duties under this Agreement. The Company may not assign the
Agreement or the rights and obligations hereunder without consent of Employee.
(c) Enforcement Costs. In the event that either the Company or
the Employee initiates an action or claim to enforce any provision or term of
this Agreement, the costs and expenses (including attorney's fees) of the
prevailing party shall be paid by the other party, such party to be deemed to
have prevailed if such action or claim is concluded pursuant to a court order or
final judgment which is not subject to appeal, a settlement agreement or
dismissal of the principle claims.
(d) Binding Effect; Successors. This Agreement shall be binding
upon and inure to the benefit of the Company, its permitted successors and
assigns and the Employee, his representatives and heirs. The Company will
require that any successor (whether direct or indirect, by purchase of stock or
assets, by merger, by consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, together with such successor's
ultimate parent corporation (if any), will be jointly and severally liable for
the obligations owed to the Employee hereunder and will perform this Agreement
in the same manner and to the same extent that the Company is obligated to
perform it. Any succession shall not, however, relieve or alter the Company's
continuing liability for all obligations owing to the Employee hereunder. The
Employee acknowledges and understands, however, that the Employee's employment
by a successor to the Company, if consistent with the terms and provisions of
this Agreement, will not be deemed a termination of the Employee's employment
with the Company.
(e) Entire Agreement; Modification. This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof and may not be modified or amended in any way except in writing by the
parties hereto.
(f) Duration. Notwithstanding the term of employment hereunder,
this Agreement shall continue for so long as any obligations remain under this
Agreement.
(g) Representation of Employee. The Employee represents and
warrants that neither the execution and delivery of this Agreement nor the
performance of his duties hereunder violates the provisions of any other
agreement to which he is a party or by which he is bound.
* * * *
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement the day and year first written above.
FIRST ALERT, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
EMPLOYEE
/s/ B. Xxxxxx Xxxxxxx
---------------------------------
B. Xxxxxx Xxxxxxx
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