Exhibit 10.27
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XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of the
6th day of November 2001, by and between Xxxxxxxx Corporation, a Missouri
corporation ("Xxxxxxxx"), and Xxxxxx X. Xxxx, an individual ("Employee").
WHEREAS, Xxxxxxxx currently employs Employee as Vice President -
Sales and Marketing of Xxxxxxxx and Executive Vice President of Angelica's
Textile Services Business Segment, and Xxxxxxxx and Employee wish to more
specifically define the terms and conditions of Employee's employment with
Xxxxxxxx in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.
(a) "ANNUAL BASE SALARY" means the base salary set
forth in Section 3.3 of this Agreement, as it shall be
increased from time to time in the discretion of the
Board or the Compensation and Organization Committee of
the Board.
(b) "BOARD" means the Board of Directors of Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity
or group, or a Person (within the meaning
of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as
amended (the "Exchange Act") of ownership
of 20% or more of either (a) the then
outstanding shares of common stock of
Xxxxxxxx (the "Outstanding Xxxxxxxx
Common Stock") or (b) the combined voting
power of the then outstanding voting
securities of Xxxxxxxx entitled to vote
generally in the election of directors
(the "Outstanding Xxxxxxxx Voting
Securities"); or
(ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent
Board") cease for any reason to
constitute at least a majority of the
Board; provided, however, that any
individual becoming a director subsequent
to the date hereof whose election, or
nomination for election by Angelica's
stockholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall be
considered as though such individual were
a member of the Incumbent Board, but
excluding, as a member of the Incumbent
Board, any such individual whose initial
assumption of office occurs as a result
of either an actual or threatened
election contest (as such terms are used
in Rule l4a-11 of Regulation l4A
promulgated under the Exchange Act) or
other actual or threatened solicitation
of proxies or consents by or on behalf of
a Person other than the Board; or
(iii) Approval by the stockholders of Xxxxxxxx
of a reorganization, merger or
consolidation, in each case, unless,
following such reorganization, merger or
consolidation, (a) more than 50% of,
respectively, the then outstanding shares
of common stock of the corporation
resulting from such reorganization,
merger or consolidation and the combined
voting power of the then outstanding
voting securities of such corporation
entitled to vote generally in the
election of directors is then
beneficially owned, directly or
indirectly, by all or substantially all
of the individuals and entities who were
the beneficial owners, respectively, of
the Outstanding Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting Securities
immediately prior to such reorganization,
merger or consolidation in substantially
the same proportions as their ownership,
immediately prior to such reorganization,
merger or consolidation, of the
Outstanding Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting Securities,
as the case may be, (b) no Person
beneficially owns, directly or
indirectly, 20% or more of, respectively,
the then outstanding shares of common
stock of the corporation resulting from
such reorganization, merger or
consolidation or the combined voting
power of the then outstanding voting
securities of such corporation, entitled
to vote generally in the election of
directors and (c) at least a majority of
the members of the board of directors of
the corporation resulting from such
reorganization, merger or consolidation
were members of the Incumbent Board at
the time of the execution of the initial
agreement providing for such
reorganization, merger or consolidation;
or
(iv) Approval by the stockholders of Xxxxxxxx
of (a) a complete liquidation or
dissolution of Xxxxxxxx or (b) the sale
or other disposition of all or
substantially all of the assets of
Xxxxxxxx, other than to a corporation,
with respect to which following such sale
or other disposition, (1) more than 50%
of, respectively, the then outstanding
shares of common stock of such
corporation and the combined voting power
of the then outstanding voting securities
of such corporation entitled to vote
generally in the election of directors is
then beneficially owned, directly or
indirectly, by all or substantially all
of the individuals and entities who were
the beneficial owners, respectively, of
the Outstanding Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting Securities
immediately prior to such sale or other
disposition in substantially the same
proportion as their ownership,
immediately prior to such sale or other
disposition, of the Outstanding Xxxxxxxx
Common Stock and Outstanding Xxxxxxxx
Voting Securities, as the case may be,
(2) no Person beneficially owns, directly
or indirectly, 20% or more of,
respectively, the then outstanding shares
of common stock of such corporation and
the combined voting power of the then
outstanding voting securities of such
corporation entitled to vote generally in
the election of directors and (3) at
least a majority of the members of the
board of directors of such corporation
were members of the Incumbent Board at
the time of the execution of the initial
agreement or action of the Board
providing for such sale or other
disposition of assets of Xxxxxxxx.
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(d) "DATE OF TERMINATION" means a date that a Notice of
Termination is received by the party to whom such notice
is being given, unless the party giving the Notice of
Termination specifies another date in the Notice of
Termination (which date shall not be more than 30 days
after giving of such Notice of Termination) or,
alternatively, the last day of any Term in the event
that a Notice of Non-Renewal is delivered by either
party in accordance with Section 2.1 of this Agreement.
(e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS" means:
(i) when used with reference to the stock or
other equity interests of the Operating
Line of Business that is or becomes a
separate corporation, limited liability
company, partnership or other business
entity, the sale, exchange, transfer,
distribution or other disposition of the
ownership, either beneficially or of
record or both, by Xxxxxxxx of more than
50% of either (a) the then outstanding
shares of common stock (or the equivalent
equity interests) of such Operating Line
of Business, or (b) the combined voting
power of the then outstanding voting
securities of such Operating Line of
Business entitled to vote generally in
the election of the Board or the
equivalent governing body of the
Operating Line of Business;
(ii) when used with reference to the merger or
consolidation of the Operating Line of
Business that is or becomes a separate
corporation, limited liability company,
partnership or other business entity, any
such transaction that results in Xxxxxxxx
owning, either beneficially or of record
or both, less than 50% of either (a) the
then outstanding shares of common stock
(or the equivalent equity interests) of
such Operating Line of Business, or (b)
the combined voting power of the then
outstanding voting securities of such
Operating Line of Business entitled to
vote generally in the election of the
Board or the equivalent governing body of
the Operating Line of Business; or
(iii) when used with reference to the assets of
the Operating Line of Business, the sale,
exchange, transfer, liquidation,
distribution or other disposition of
assets of such Operating Line of Business
(a) having a fair market value (as
determined by the Incumbent Board)
aggregating more than 50% of the
aggregate fair market value of all of the
assets of such Operating Line of Business
as of the Triggering Transaction Date,
(b) accounting for more than 50% of the
aggregate book value (net of depreciation
and amortization) of all of the assets of
such Operating Line of Business, as would
be shown on a balance sheet for such
Operating Line of Business, prepared in
accordance with generally accepted
accounting principles then in effect, as
of the Triggering Transaction Date; or
(c) accounting for more than 50% of the
net income of such Operating Line of
Business, as would be shown on an income
statement, prepared in accordance with
generally accepted accounting principles
then in effect, for the 12 months ending
on the last day of the month immediately
preceding the month in which the
Triggering Transaction Date occurs.
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(f) "EFFECTIVE DATE" means the date of this Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on
the Effective Date and ending on the Date of
Termination.
(h) "GOOD CAUSE" means, when used in connection with the
termination of Employee's employment with Xxxxxxxx by
Xxxxxxxx, a termination based upon (i) Employee's
willful and continued failure to substantially perform
his duties with Xxxxxxxx (other than as a result of
incapacity due to physical or mental condition), after a
written demand for substantial performance is delivered
to Employee by Xxxxxxxx, which specifically identifies
the manner in which Employee has not substantially
performed his duties; (ii) Employee's commission of an
act constituting a criminal offense involving moral
turpitude, dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of this
Agreement.
(i) "GOOD REASON" means, when used in connection with
the termination of Employee's employment with Xxxxxxxx
by Employee, a termination based upon the following
reasons:
(i) the assignment to Employee of any duties
inconsistent in any respect with
Employee's position (including status,
offices, titles and reporting
requirements), authority, duties and
responsibilities as contemplated by this
Agreement or any other action by Xxxxxxxx
which results in a material diminution in
such position, authority, duties or
responsibilities, excluding for this
purpose any action not taken in bad faith
which is remedied by Xxxxxxxx promptly
after receipt of notice by Xxxxxxxx
thereof given by Employee;
(ii) (A) the failure by Xxxxxxxx to continue
in effect any benefit or compensation
plan, stock ownership plan, life
insurance plan, health and accident plan
or disability plan to which Employee is
entitled, provided that Xxxxxxxx may
amend, modify or replace such plans as
long as the Employee is entitled to
benefits under the amended, modified or
replaced plan or plans that are
substantially similar to those of the
plan or plans so amended, modified or
replaced; (B) the taking of any action by
Xxxxxxxx which would adversely affect
Employee's participation in, or
materially reduce Employee's benefits
under, any plans in which Employee is
then currently participating; or (C) the
failure of Xxxxxxxx to provide Employee
with paid vacation to which Employee is
entitled;
(iii) a material breach by Xxxxxxxx of any
provision of this Agreement;
(iv) a purported termination by Xxxxxxxx of
Employee's employment otherwise than
specifically permitted by this Agreement;
or
(v) in connection with a Triggering
Transaction (as set forth in Section 4.2
of this Agreement), the failure of a
successor of Xxxxxxxx expressly to assume
and
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agree to perform this Agreement pursuant
to the provisions of Section 6.4 of this
Agreement prior to a Triggering
Transaction; provided, however, that a
termination of employment by Employee:
(A) subsequent to an express assumption
and agreement to perform this Agreement
by such successor on or after a
Triggering Transaction Date or (B)
subsequent to a date that is two years
after a Triggering Transaction Date,
shall not be deemed to be for "Good
Reason" under this subsection.
(j) "NOTICE OF TERMINATION" means a written notice by
either party of such party's desire to terminate
Employee's employment with Xxxxxxxx, which notice (i)
indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination
of Employee's employment under the provision so
indicated, and (iii) if the Date of Termination is other
than the date of receipt of such Notice, specifies the
Date of Termination (which date shall not be more than
30 days after the giving of such Notice). The failure by
Employee or Xxxxxxxx to set forth in the Notice of
Termination any fact or circumstance which contributes
to a showing of Good Cause or Good Reason shall not
waive any right of Employee or Xxxxxxxx hereunder or
preclude Employee or Xxxxxxxx from asserting such fact
or circumstance in enforcing Employee's or Angelica's
rights hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written notice by
either party to this Agreement of such party's desire
not to allow the Term of the Agreement to automatically
renew at the end of the then-current Term for another
Term, thus having the effect of terminating the
Agreement at the end of the then-current Term.
(l) "OPERATING LINE OF BUSINESS" means Angelica's
Textile Services Business Segment which operates laundry
plants, either as a division or as a separate subsidiary
or subsidiaries, providing textile rental and laundry
services for health care institutions and general linen
services in selected geographic areas, principally to
hotels, motels and restaurants.
(m) "TERM" means, initially a one-year period commencing
on the Effective Date and ending on the date of the
first anniversary of the Effective Date, and, if renewed
in accordance with Section 2.1 of this Agreement, shall
mean a one-year period commencing on the particular
anniversary date of the Effective Date and ending on the
date one year after such commencing anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change in
Control of Xxxxxxxx, or (ii) a Disposition of the
Operating Line of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the date
that the Triggering Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall
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be for one year commencing on the Effective Date, subject to automatic
renewal for one or more additional Terms of one year each commencing
immediately upon the end of the initial Term or the then-current renewal
Term, as the case may be, unless either party to this Agreement gives a
Notice of Non-Renewal to the other party not later than 30 days prior to the
end of the initial Term or the then-current renewal Term, as the case may
be. In the event that such a Notice of Non-Renewal is given as set forth in
this Section 2.1, the Date of Termination will be the last day of the
initial Term or the then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to this
Agreement may terminate Employee's Employment Period (and Employee's
employment with Xxxxxxxx) at any time during the Term by giving the other
party a Notice of Termination to the other party, without any liability
except as specified in Section 4 of this Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of Xxxxxxxx throughout the Employment Period in accordance with the terms
and provisions of this Agreement. This Agreement shall remain in full force
and effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity
of the corporation to which Employee's compensation is charged, provided
that said corporation is a subsidiary or affiliate of Xxxxxxxx and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.
3.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs Employee
and Employee hereby accepts such employment as Vice President - Sales and
Marketing of Xxxxxxxx and Executive Vice President of Angelica's Textile
Services Business Segment, subject to the reasonable directions of the
President of said Business Segment or of the Chief Executive Officer of
Xxxxxxxx and the Board. Employee shall have such authority and shall perform
such duties as are specified in the Bylaws of Xxxxxxxx for the office and
position to which he has been appointed hereunder and shall so serve,
subject to the control exercised by the President of Angelica's Textile
Services Business Segment, the Chief Executive Officer of Xxxxxxxx and the
Board from time to time. Employee agrees to devote such of his time,
attention and energy to the business of Xxxxxxxx as may be required to
perform the duties and responsibilities assigned to him to the best of his
ability and with reasonable diligence.
3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $217,500 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation
Plan or any incentive compensation plan which is generally available to
other similarly situated executives of Xxxxxxxx. The Incentive Compensation
during the first year of the Employment Period shall range from 0 to 80% of
Employee's Annual Base Salary. The Incentive Compensation which Employee
will have an opportunity to earn shall be reviewed at least annually and may
be adjusted at the discretion of the Chief Executive Officer of Xxxxxxxx and
the Board, dependent upon Employee's performance and in accordance with
Angelica's policies.
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3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible
to receive stock-based awards or grants under Angelica's 1994 Performance
Plan or 1999 Performance Plan, including stock options, restricted stock and
performance awards, from time to time, in the discretion of the Compensation
and Organization Committee or the Board of Xxxxxxxx.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end of the
initial Term or prior to the end of any subsequent renewal Term, as the case
may be, (a) by Xxxxxxxx without Good Cause or (b) by Employee for Good
Reason, then upon the negotiation and execution of a mutually acceptable
settlement and release agreement by Xxxxxxxx and Employee, in addition to
any accrued salary and other payments owed to Employee under Angelica's
other benefit plans and policies, Xxxxxxxx shall pay Employee an amount
equal to Employee's then-current Annual Base Salary. Said amount shall be
paid in equal, semi-monthly payments, less applicable taxes, withholdings
and standard deductions. In the case of a termination of Employee's
employment with Xxxxxxxx not in connection with a Triggering Transaction for
any reason other than as stated in this Section 4.1 above, Employee shall be
entitled only to accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within two
years after the Triggering Transaction Date (i) Xxxxxxxx shall terminate
Employee's employment with Xxxxxxxx without Good Cause, or (ii) Employee
shall terminate employment with Xxxxxxxx for Good Reason, or, alternatively,
(b) if one of the above-described terminations of employment occurs within
the six-month period prior to the earlier of (i) a Triggering Transaction or
(ii) the execution of a definitive agreement or contract that eventually
results in a Triggering Transaction, then, in addition to any accrued salary
and other payments owed to Employee under Angelica's other benefit plans and
policies, Xxxxxxxx shall pay to Employee an amount equal to 2.99 times
Employee's then-current Annual Base Salary, in a lump-sum payment, after
either (y) the Date of Termination, in the case where the sequence of the
requisite events is as set forth in subsection (a) above or (z) the
Triggering Transaction Date, in the case where the sequence of the requisite
events occurred as set forth in subsection (b) above (the relevant date for
purposes of entitlement to the benefits set forth in this Section 4.2 is
hereinafter referred to as the "Entitlement Date"). In addition, at the
Entitlement Date, to the extent not otherwise provided for under the terms
of Angelica's stock option plans or Employee's stock option agreements, all
stock options held by Employee that have not expired in
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accordance with their respective terms shall vest and become fully
exercisable. In the case of any termination of Employee's employment with
Xxxxxxxx in connection with a Triggering Transaction for any reason other
than as stated in this Section 4.2 above, Employee shall be entitled only to
accrued salary and other payments owed to Employee under Angelica's other
benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Xxxxxxxx or by mutual agreement, Employee shall not, either for
himself or on behalf of any person, firm or corporation (whether for profit
or otherwise) engage in any form of competition with Xxxxxxxx, directly or
indirectly, through any commercial venture, as a partner, officer, director,
stockholder, advisor, employee, consultant, agent, salesman, venturer or
otherwise, in the business conducted by the Operating Line of Business in
the United States, Canada or any other country in which Xxxxxxxx does
business. This requirement, however, will not limit Employee's right to
invest in the capital stock or other equity securities of any corporation,
the stock or securities of which are publicly owned or are regularly traded
on any public securities exchange. In addition, notwithstanding this Section
5.1, if Employee is terminated by Xxxxxxxx without Good Cause or if Employee
terminates his employment with Xxxxxxxx for Good Reason, then Employee will
not be subject to the restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Xxxxxxxx, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and trade
secrets of Xxxxxxxx or its licensors or customers. Employee agrees that the
maintenance of the proprietary character of such information and property to
the full extent feasible is important and that for so long as any such
confidential information and trade secrets may remain confidential, secret
or otherwise wholly or partially protectable, either during or after
Employee's Employment Period, shall not use or divulge such confidential
information or property except as permitted or required by the duties of
Employee's employment with Xxxxxxxx. Employee shall not remove any property
of a proprietary nature from Angelica's premises except as required by the
duties of Employee's employment. Employee shall return to Xxxxxxxx upon
termination of his employment with Xxxxxxxx, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Xxxxxxxx.
5.3 NON-DIVERSION. During the Employment Period and for one
year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Xxxxxxxx any trade or business with any customer of Xxxxxxxx
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the
period and areas of restriction following the Date of Termination, as set
forth in this Section 5, are reasonably required for the protection of
Xxxxxxxx and its business, as well as the continued protection of Angelica's
employees. If any one or more of the covenants, agreements or provisions
contained herein shall be held to be contrary to the policy of a specific
law, though not expressly prohibited, or against public policy, or shall for
any other reason whatsoever be held invalid, then such particular covenant,
agreement or provision shall be
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null and void and shall be deemed separable from the remaining covenants,
agreements and provisions, and shall in no way affect the validity of any of
the other covenants, agreements and provisions hereof. The parties hereto
agree that in the event that either the length of time or the geographic
area set forth herein is deemed too restrictive in any court proceeding, the
court may reduce such restrictions to those which it deems reasonable under
the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law.
In the event of the breach of Employee's covenants as set forth in this
Section 5 and Angelica's obtaining of injunctive relief, the period of
restrictions set forth herein shall commence from the date of the issuance
of the order which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses as set forth below; provided that all
notices to Xxxxxxxx shall be directed to the attention of the Chief
Executive Officer of Xxxxxxxx, or to such other address as one party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
Notice to Employee
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Xxxxxx X. Xxxx
0000 Xxxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxx 00000
Notice to Xxxxxxxx
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Xxxxxxxx may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.
6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.
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6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Xxxxxxxx and any such successor
shall be deemed to be substituted for Xxxxxxxx under the terms of this
Agreement. Xxxxxxxx shall 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 Xxxxxxxx to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "Xxxxxxxx" shall mean Xxxxxxxx as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings, discussions
or negotiations with respect thereto, including, but not limited to, that
certain employment agreement between Xxxxxxxx and Employee dated the 5th day
of November, 1999.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
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Name:
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Title:
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