EXHIBIT 10.112
Employment Agreement
This Employment Agreement (the "Agreement") is entered into this 3rd day of
January, 2000 between Xxxxx & Xxxxxx Manufacturing Company (the "Company"), with
its principal place of business at Precision Park, 200 Frenchtown Road, North
Kingstown, Rhode Island, and Xxxxxx X. XxXxxxx (the "Employee").
Recitals
A. The Employee has been continuously employed by the Company as an
executive officer of the Company on an at-will basis since June 30, 1997;
and
B. The Company and the Employee now desire to enter into an Employment
Agreement to provide the Employee with a fixed term of employment with the
Company.
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein the parties hereby agree as follows:
1. Employment. The Company agrees to continue to employ Employee, and
Employee agrees to continue his employment with the Company, subject to and
in accordance with the terms and conditions of this Agreement.
2. Term of Employment. Employee's term of employment will begin on
January 3, 2000, and will end on December 31, 2002.
3. Regular Compensation. The Company will pay Employee an annual base
salary as is in effect on January 3, 2000 in equal bi-monthly installments.
Future adjustments will be based on an annual performance review held at
the close of each fiscal year of the Company and is subject to review of
the Compensation and Nominating Committee of the Company's Board of
Directors.
4. Incentive Compensation and Benefits.
A. The Employee will participate in all existing and future
incentive compensation programs sponsored by the Company for senior
executive management including the Profit Incentive Plan, the Equity
Incentive Plans, and the Key Employee's Long Term Deferred
Compensation Incentive Plan.
B. The Employee will be entitled to participate in all Company
sponsored retirement plans, including those for senior executives, and
health and welfare including health insurance, group life and travel
accident insurance, disability income insurance, and executive
perquisite plans sponsored by the Company.
5. Employee's Title and Duties. The Company hires Employee as Vice
President and General Manager, Measuring Systems, Americas.
Responsibilities include full responsibility for all activities of the
Measuring Systems Americas Division with the primary objective of improving
customer satisfaction, development of new products, growth of revenues,
decrease costs, improve profitability and assure on-time delivery of
products that meet specified quality standards. The position will work
closely with, and engage in joint projects where appropriate, with the
General Managers of all B & S Divisions and work closely on overall
long-range planning and strategy for the Measuring Systems business and the
Company.
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6. Employee to Devote Full Time to Company's Business. Employee will
devote Employee's entire time, attention and energies to the business of
the Company and during the employment period, will not engage in any other
business activity, regardless of whether such activity is pursued for
profit, gain, or other pecuniary advantage. However, Employee is not
prohibited from making personal investments in any other businesses, as
long as these investments do not require Employee to participate in the
operation of the companies in which Employee invests.
7. Office Space and Executive Assistant. The Company will furnish the
Employee with a private office, executive assistant, and any other
facilities and services that are necessary for the performance of
Employee's executive duties and responsibilities suitable to Employee's
position.
8. Reimbursement of Expenses. Employee may incur reasonable expenses
for promoting Company's business, including expenses for entertainment,
travel, and similar items. The Company will reimburse Employee for all
reasonable business expenses after Employee presents an itemized account of
expenditures, together with receipts, vouchers and other supporting
documentation, subject to Company's approval.
9. Severance. In the event the Company terminates Employee's
employment without cause prior to expiration of the term of employment the
Company shall pay the Employee a severance amount, in addition to the base
salary payments due the Employee under the remaining unexpired term of
employment, equal to Employee's then current annual base salary in monthly
installments for a one year period following the date of termination
subject to the Employee not competing with any business of the Company or
its subsidiaries in any country in which the Company is then conducting its
business. In the event the Employee accepts employment with another
Employer during the one-year severance payment period the severance
payments hereunder will be subject to mitigation.
10. Cancellation on a Change of Control. This Employment Agreement
shall be cancelled and terminated upon the date of occurrence of a
change-in-control of the Company as defined in a "CIC" Agreement in effect
between the Employee and the Company. In such event the terms and
conditions in such CIC Agreement shall supersede and govern the terms and
conditions of employment of the Employee and the Company and the provisions
of this Employment Agreement shall become null and void.
11. Controversies. Any claim or controversy that arises out of or
relates to this Agreement, or the breach of it, will be determined in
accordance with the laws of the State of Rhode Island.
12. Waiver of Breach of Agreement. If either party waives a breach of
this Agreement by the other party, that waiver will not operate or be
construed as a waiver of later similar breaches.
13. Company May Assign Agreement. The Company's rights and obligations
under this Agreement will inure to the benefit of and be binding upon the
Company's successors and assigns.
14. Entire Agreement. This Agreement represents the entire
understanding between the Company and Employee concerning the employment
relationship and any oral changes or modifications will have no effect. It
may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
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IN WITNESS WHEREOF, the parties have signed this Agreement on this 3rd day
of January, 2000.
Xxxxx & Share Manufacturing Company
(the "Company")
By: /s/ Xxxxx X. Xxxxxx
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Its: President and CEO
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/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
("Employee")
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