AGREEMENT
Exhibit 10.22
This Agreement (“Agreement”) is made and entered as of this 1st day of May, 2004, by and between Methode Electronics, Inc. (“Methode”) and Xxxxxxx X. Xxxxxx (“Xxxxxx”).
WHEREAS, Xx. Xxxxxx currently serves as Chairman of the Board of Directors of Methode and recently retired as Chief Executive Officer of Methode; and
WHEREAS, Xxxxxx has substantial operational, financial and other knowledge about Methode and its various business operations;
WHEREAS, Methode desires to compensate Xxxxxx for his services as Chairman of the Board of Directors; and
WHEREAS, the parties intend this Agreement to govern their relationship for the term of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Methode and Xxxxxx agree as follows:
1. Services. Methode hereby retains Xxxxxx, and Xxxxxx hereby agrees to serve, as the non-employee Chairman of the Board of Directors of Methode. Xxxxxx shall perform such duties and responsibilities as the Board of Directors shall direct. Xxxxxx shall perform these services at Methode’s offices at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the “Office”).
2. Compensation. During the term of this Agreement, Xxxxxx shall be compensated for his services as follows:
a. Retainer. Xxxxxx shall be paid a retainer in the annualized amount of $70,000.
b. Board Meeting Fees. Xxxxxx shall be paid the standard fee, if any, for attendance at each board meeting.
c. Supplemental Fees. Xxxxxx shall be paid $2,000 for each day he works at the Office other than for board meetings.
3. Expenses. Methode shall reimburse Xxxxxx for all actual, reasonable, out-of-pocket expenses, incurred in connection with Xxxxxx’x performance of services under this Agreement, including, without limitation, limousine expenses for transfer to and from the Office in accordance with past practices. Xxxxxx shall maintain records relating to such expenses and shall provide Methode access to such records upon request.
4. Term. This Agreement shall be effective as of May 1, 2004, and shall terminate
at Methode’s Annual Meeting of Shareholders in September 2004.
5. Assignment. This Agreement may not be assigned by either party nor may Xxxxxx’x obligations hereunder be subcontracted.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
METHODE ELECTRONICS, INC. | ||||
By:
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/s/ Xxxxxx X Xxxxx | /s/ Xxxxxxx X. Xxxxxx | ||
Name:
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Xxxxxx X. Xxxxx | Xxxxxxx X. Xxxxxx |
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Title:
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Chairman of the Nominating and Governance Committee |