EXHIBIT 10 (J)
RAVEN INDUSTRIES, INC.
EMPLOYMENT AGREEMENT
AGREEMENT dated as of November 29, 1999, between RAVEN INDUSTRIES,
INC., a South Dakota corporation (the "Company"), and Xxxxxx X. Xxxxxxx, (the
"Executive").
WITNESSETH:
WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that Executive's contribution to the growth and success of the Company and its
subsidiaries has been substantial; and
WHEREAS, the Board has determined that it is appropriate to memorialize
in writing the terms and conditions of Executive's employment and Executive's
entitlement to certain benefits upon his retirement;
NOW THEREFORE, in consideration of the mutual covenants and conditions
herein contained and in further consideration of services performed and to be
performed by Executive for the Company, the parties agree as follows:
1. Employment. Executive shall continue in the employ of the
Company in a senior executive capacity, with such duties, powers and authority
as are assigned to Executive from time to time by the Board.
2. Term. This Agreement shall commence on the date first above
written and, except as otherwise provided in paragraph 7, shall continue in
effect until terminated by either the Company or Executive on 30 days' advance
written notice, either with or without any reason. Except for such 30-day notice
requirement, nothing contained in this Agreement shall affect the Company's
ability to terminate Executive's employment with or without any reason
notwithstanding the preceding. Termination of this Agreement shall not terminate
Executive's benefits or the Executive's right to benefits under paragraph 4 or 5
if, at the date of termination, Executive has either (I) attained age 65 or (ii)
the sum of Executive;'s age (as of his nearest birthday) and years of service
with the company (to the nearest whole year) equal 80 or more.
3. Compensation. As full compensation for his services under
this Agreement, Executive shall receive such Compensation as determined by the
Board, and Executive shall be eligible for such fringe benefits as are provided
generally to all senior executives of the Company. The fringe benefits provided
at the date of this Agreement are listed on Schedule A, attached hereto and made
a part
hereof. The Company may change or terminate any fringe benefit from time to time
while Executive is employed, so long as the change affects all senior
executives.
4. Benefits on Termination in Certain Cases. If at the date
Executive terminates employment with the Company, Executive has either (i)
attained age 65 or (ii) the sum of Executive's age (as of his nearest birthday)
and years of service with the Company (to the nearest whole year) equal 80 or
more, Executive shall be entitled, at the Company's expense, to the following
benefits in addition to any retirement benefits to which Executive may be
entitled under any qualified or non-qualified retirement plan maintained by the
Company:
(a) Until the later to die of Executive or his
spouse, continuation of coverage under the Company's group hospital, medical and
dental plans ("Medical Plan") for himself, his spouse and eligible dependents
("Covered Group"); provided that if Executive and his spouse are divorced, the
benefits for such spouse shall be discontinued; and further provided that if
such spouse remarries after the death of Executive, such coverage shall continue
for such spouse after the date of remarriage only if the spouse pays to the
Company the group premium for such coverage. Prior to a member of the Covered
Group becoming eligible for Medicare, the benefits to which that member of the
Covered Group is entitled shall be at least equal to the benefits to which that
member of the Covered Group would have been entitled under the Medical Plan at
Executive's separation from service. Upon eligibility of a member of the Covered
Group for Medicare, coverage provided by Medicare shall be primary and the
Medical Plan shall provide additional benefits such that the total benefits
(I.E., Medicare and the Medical Plan) are at least equal to the benefits that
members of the Covered Group would have been entitled under the Medical Plan at
Executive's separation from service.
(b) Until Executive's death, group life insurance
coverage in the same amount as in effect at the date of Executive's retirement;
(c) Until the death of the last to die of Executive
or his spouse, payment of uninsured medical expenses (including, but not limited
to any deductibles and coinsurance) for Executive, his spouse and his eligible
dependents up to an annual limit of 10% of Executive's highest annual
compensation during any one of his last five calendar years of employment;
provided that if Executive and his spouse are divorced, or if such spouse
remarries after the death of Executive, such coverage shall be discontinued for
such spouse. The medical expenses to be covered and the timing of payment of
such medical expenses shall be based on the terms of the Raven Industries, Inc.
Officers Employee Medical Reimbursement Plan as in effect at the date of
Executive's separation from service. If such plan is not in effect at the date
of Executive's separation from service and has not been replaced by a similar
plan, medical expenses reimbursed shall be those expenses that would be
deductible under Section 213 of the Internal Revenue Code of 1986 as in effect
at the date of this Agreement (without regard to any provisions making such
expenses deductible only to the extent they exceed a percentage of adjusted
gross income and
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without regard to any limitation on expenses for cosmetic surgery), and all such
expenses shall be paid or reimbursed within 15 days after presentation of
invoices.
(d) Until Executive's death and thereafter until the
filing of a federal estate tax return for his estate, if such a return is to be
filed, payment of personal estate planning, estate tax return and probate
expenses, up to an annual limit of 2% of Executive's highest annual compensation
during any one of his last five calendar years of employment; provided that any
amount up to such 2% limitation not paid in any calendar year may be carried
forward for two succeeding years.
(e) Until the last to die of Executive or his spouse,
payment of premiums for long term care insurance for the remainder of
Executive's and his spouse's lives; provided that if Executive and his spouse
are divorced, or Executive's spouse remarries after his death, premium payments
for such spouse shall be discontinued.
5. Limitation on Amendment or Termination. If for any reason
after the date of Executive's retirement, Executive is not permitted to
participate in any of the plans or programs referred to in paragraph 4, or if
any such plans or programs are amended to provide lesser benefits or are
terminated, the Company, at its sole expense, shall arrange to provide Executive
with benefits substantially similar to those to which Executive would otherwise
have been entitled but for such amendment or termination.
6. Tax Gross-Up. To the extent that all or any of the payments
under paragraph 4 or 5 made in a calendar year are subject to federal, state, or
local income tax, the Company shall pay to Executive (or his spouse if Executive
is deceased or his estate if he is not survived by a spouse) a Gross-Up Amount
before April 15 of the following year. The term "Gross-Up Amount" means an
amount, after the payment of federal, state and local income tax on such amount,
that is necessary to pay the federal, state and local income tax on the taxable
payments for such calendar year. For purposes of determining the Gross-Up
Amount, Executive shall be considered to pay federal, state and local income
taxes at the highest marginal rate, net of the maximum reduction in federal
income taxes that could be obtained from the deduction of state and local taxes.
7. Termination For Cause. Notwithstanding paragraphs 2, 4 and
5, if the Company discharges Executive "For Cause"(as defined below) the Company
shall not be required to provide 30 days' advance written notice of termination
and the Company may elect, in its discretion, not to pay the benefits provided
under paragraphs 4 and 5. A discharge shall be considered "For Cause" if
Executive is terminated from employment for willful misconduct that materially
injures or causes a material loss to the Company and a material benefit to
Executive or third parties, as for example, by embezzlement, appropriation of
corporate opportunity, conversion of tangible or intangible corporate property
or the making of agreements with third
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parties in which Executive or anyone related to or associated with him has a
direct or indirect interest. The term "For Cause" does not include a termination
occasioned by ill-advised good faith judgment or negligence in connection with
the Company's business.
8. Confidentiality. So long as Executive is employed and
thereafter so long as Executive is entitled to and is receiving the benefits to
which he is entitled under paragraphs 4 and 5, he may not either directly or
indirectly, except in the course of carrying out the business of the Company or
as authorized in writing on behalf of the Company, disclose or communicate to
any person, individual, firm or corporation, any information of any kind
concerning any matters affecting or relating to the business of the Company or
any of its subsidiaries, including without limitation, any of the customers,
prices, sales, manner of operation, plans, trade secrets, processes, financial
or other data of the Company or any of its subsidiaries, without regard to
whether any or all of such information would otherwise be deemed confidential or
material.
9. Non-Competition. So long as Executive is employed and
thereafter so long as Executive is entitled to and is receiving the benefits to
which he is entitled under paragraphs 4 and 5, he may not engage or participate
directly or indirectly, either as principal, agent, employee, employer,
consultant, stockholder, director, co-partner, or any other individual or
representative capacity, in the conduct or management of, or own any stock or
other proprietary interest in, any business that competes with the business of
the Company or any subsidiary of the Company unless he has obtained prior
written consent of the Board, except that Executive shall be free without such
consent to make investments in any publicly-owned company so long as he does not
become a controlling party in such company.
10. Consequences of Violation of Confidentiality or
Non-Compete Provision. If the Company, in good faith, determines that Executive
has violated paragraph 8 or 9 of this Agreement, then in addition to any remedy
the Company may be entitled at law or in equity, it may discontinue payments
under paragraphs 4 and 5 upon written notice to Executive of the violation of
paragraph 8 or 9.
11. No Affect on Other Contractual Rights. The provisions of
this Agreement, and any payment provided for hereunder, shall not reduce any
amounts otherwise payable, or in any way diminish Executive's existing rights,
or rights that would accrue solely as a result of the passage of time, under any
benefit plan, change in control agreement or other contract, plan or
arrangement.
12. Successors to the Corporation. The Company will require
any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to
Executive, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such
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succession or assignment had taken place. As used in this Agreement, "Company"
means Raven Industries, Inc. and any subsidiary or successor or assign to its
business or assets that otherwise becomes bound by the terms and provisions of
this Agreement by operation of law. In such event, the Company shall pay or
shall cause such employer to pay any amounts owed to Executive pursuant to this
Agreement.
13. Agreement Binding. This Agreement shall inure to the
benefit of and be enforceable by Executive's spouse, personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive dies while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to Executive's spouse, devisee,
legatee, or other designee or, if there is no such designee, to Executive's
estate.
14. 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 when mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:
If to the Company:
Raven Industries, Inc.
000 Xxxx 0xx Xxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000-0000
Attention: President
If to Executive:
Xxxxxx X. Xxxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000-0000
or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
15. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in a writing signed by Executive and such officer of the Company as
may be specifically designated by the Board. No waiver by either party hereto at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provision or conditions at the same or
at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter of this
Agreement have been made by either party that
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are not set forth expressly in this Agreement. This Agreement shall be governed
by and construed in accordance with the laws of the state of South Dakota.
16. Validity. The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
17. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
18. Fees and Expenses. The Company shall pay all fees and
expenses (including reasonable attorney's fees and costs) that Executive may
incur as a result of the Company's contesting the validity, enforceability or
Executive's interpretation of, or determinations under, this Agreement,
regardless of whether the Company is successful in such contest.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
RAVEN INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
President and Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxx
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