Exhibit 10.1
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CONTRACT
FOR
CHAIRMAN OF THE BOARD
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Between
Xxxxxxx Technology Company, Inc.
0 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
("Company")
and
Xxxxxx X. Xxxxx
00000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
("Chairman")
As of June 15, 2010, the parties have agreed as follows.
1. Retirement
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Xxxxxx X. Xxxxx has decided to retire, and will retire, from full-time
employment with the Company effective as of the close of business on June
30, 2010. Accordingly, Xxxxxx X. Xxxxx will be entitled to receive the
payments provided for in Section 9G (Retirement) of his employment
agreement with the Company dated June 19, 2007.
2. Chairmanship
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2.1 The Chairman of the Board is ordinarily elected by the Board of
Directors of the Company (the "Board") at its first meeting after each
Annual Meeting of Stockholders. Xxxxxx X. Xxxxx is the current elected
Chairman.
2.2 The Chairman of the Board serves at the pleasure of the Board.
2.3 Xxxxxx X. Xxxxx (the "Chairman") is neither an executive nor an
employee of the Company.
3. Chairman's Duties
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3.1 Position Summary
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The Chairman is primarily responsible to the stockholders of the
Company for ensuring that the Board effectively over-sees and supports
the implementation by the management of the Company of the direction
and strategy for the Company approved by the Board. The Chairman has
no direct responsibility for the day-to-day operations of the Company.
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3.2 Board meetings and Board member relations
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The Chairman shall:
- Ensure that an appropriate number of Board/Committee meetings are
held as appropriate based upon the situation of the Company; normally
not less than 5 to 6 ordinary Board/Committee meetings should be
scheduled annually.
- Prepare agendas for Board meetings after consultations with other
Board members and the Chief Executive Officer of the Company ("CEO").
- Lead and conduct Board meetings, ensuring an open and
constructive exchange of viewpoints and fostering cooperation among
the Board members.
- Ensure that the Board focuses on value creation for the
stockholders of the Company, including providing for a thorough
discussion (often as a separate day's meeting) of the strategic plan
prepared by the Company's management and approved by the Board.
- Together with the Lead Director and the Chief Executive Officer
of the Company, review the number and composition of the Board and
Committee members to ensure that all relevant competences are
represented, initiating changes as appropriate and assisting in
determining Board compensation.
- Serve as the Chair of the Executive Committee.
- Ensure that the Company provides the Board with adequate
resources and information to support its work.
- Inform Board members between meetings on matters essential to the
Company.
- Formulate and administer Board resolutions at Board meetings and
between Board meetings as needed.
- Conduct an annual review of the efficiency of the Board's work.
- Initiate Director training as needed and appropriate.
3.3 Stockholders meetings and stockholder relations
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The Chairman shall:
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- Plan and convene Annual Meetings of Stockholders and such special
meetings of the stockholders of the Company (a "Special Meeting of
Stockholders") as may be called.
- Lead and conduct Annual Meetings of Stockholders and such Special
Meetings of Stockholders as may be called.
- Ensure that proxy statements and other relevant documents are
prepared and filed in a correct way for stockholders' meetings.
- Ensure that the Company maintains good relations and contacts
with its stockholders as appropriate and as coordinated with the
management of the Company.
- Even though the Company's spokesman to the investment community
is normally the CEO, the Chairman, upon the request of the CEO, shall
act as a spokesman of the Company in certain special situations.
- Act as a link between the Board and existing stockholders of the
Company with respect to matters that concern potential changes in the
ownership structure of the Company and other important
stockholder/ownership matters.
3.4 Interface with the Company's management
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The Chairman shall:
- Ensure the best possible cooperation between the Board and the
Company's management.
- Maintain an ongoing dialogue with the Company's management,
acting in an advisory capacity, including making occasional visits to
the Company's operational and administrative units and to customers as
coordinated with the CEO and other members of the management of the
Company.
- Guide the management of the Company in general and, in
particular, for the preparation of strategic, special action and other
business plans and for a discussion of organizational and business
development matters.
- Monitor the CEO's implementation of strategic initiatives to
reach the goals approved by the Board and set forth in the Company's
strategic plan.
- Participate in the recruitment and dismissal of the CEO.
3.5 General
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The Chairman shall keep himself well informed about:
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- the industry and markets in which the Company is engaged which
shall include attending such trade shows and maintaining such
memberships in industry and trade associations that the CEO or the
Board shall approve.
- the Company's Certificate of Incorporation, By-laws and other key
Company documents and polices.
4. Chairman's Remuneration
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4.1 As remuneration for his duties under this Contract, the Chairman
shall receive from the Company:
- a yearly cash retainer in an amount equal to 2.5 times the
amount of the cash retainer paid by the Company to other
non-employee Directors (currently $24,000 and, therefore, a cash
retainer of 2.5 x $24,000 = $60,000), which the Company shall pay
to him quarterly;
- a per meeting cash fee equal to the cash fee paid to other
non-employee Directors (currently $1,250 per meeting);
- a cash fee for serving as Executive Committee Chair equal to
the cash fee paid to the Chairs of the other Committees of the
Board (currently $1,000 per quarter);
- yearly equity compensation equal to the yearly equity
compensation received by the other non-employee Directors.
4.2 If the Board requests the Chairman to perform additional services
on behalf of the Company outside the normal scope of his duties, or
requests special consultancy work to be performed by the Chairman, the
Company shall pay to the Chairman for such services or work additional
cash compensation at a rate of $1,500 per day.
4.3 The Compensation Committee will review from time to time the
compensation payable to the Chairman pursuant to this contract to
ensure that such compensation is consistent with market conditions.
4.4 In the event that the Chairman resigns from the Board before the
end of a directorship year, the Chairman shall be entitled to
compensation proportionate to that part of the directorship year that
has elapsed.
4.5 If the Chairman becomes disabled or incapacitated and is unable
to perform his duties in an appropriate manner or dies before the end
of a directorship year, the Chairman or his estate, as the case may
be, shall be entitled to compensation proportionate to that part of
the directorship year that has elapsed.
4.6 In the event that the Chairman performs consultancy work for the
Company, requested by the Board or by the CEO that is approved by the
Board, the Chairman shall invoice the Company for such consultancy
work and the Company will separately pay to the Chairman for such work
which payment shall be in addition to the fees paid to the Chairman
mentioned in Section 3.1.
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5. Office
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5.1 It is expected that the Chairman shall primarily work in an
office that he shall maintain at his home. However, the Company shall
make available to the Chairman office space and services at the
Company's headquarters for the Chairman's use when visiting.
6. Expenses
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6.1 The Company shall reimburse the Chairman for any and all travel
and other appropriate expenses paid by the Chairman on behalf of the
Company, subject to the submission of proper documentation in
accordance with the Company's policies.
7. Directors' Liability Insurance
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7.1 The Company has purchased and will maintain Directors' liability
insurance covering the Chairman in connection with the performance of
his duties.
8. Applicable Law and Arbitration
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8.1 Disagreements between the Chairman and the Company about the
performance, validity, interpretation or any other implication of this
Contract shall not be brought before any court but shall be settled
conclusively by arbitration, based on the laws of Connecticut, using
the procedures of the American Arbitration Association. Such
arbitration shall be conducted in the State of Connecticut.
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9. Signature
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9.1 This Contract has been written in two originals, both of which
shall be signed. One copy shall remain with the Company and the other
with Xxxxxx X. Xxxxx.
XXXXXXX TECHNOLOGY COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
President and
Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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