1
EXHIBIT 99.(c)(15)
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as
of the 31st day of August, 1998 by and between XXXX ELECTRONICS CORP., a
Delaware corporation with its principal office located in St. Louis, Missouri
(together with its successors and permitted assigns, the "Company"), and Xxxxxx
X. Xxxxxxxxx, an individual who resides at 000 Xxxxxxxx Xxxxx, Xx. Xxxxx,
Xxxxxxxx 00000 (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee is employed by the Company or one or
more of its Subsidiaries;
WHEREAS, the Company has entered into that certain Agreement
and Plan of Merger (the "Merger Agreement"), dated as of August 27, 1998, with
Framatome Connectors International S.A. and Bravo Acquisition Co. ("Purchaser"),
pursuant to which (i) Purchaser will commence a tender offer (the "Tender
Offer") for all of the issued and outstanding shares of capital stock of the
Company and (ii) Purchaser will merge (the "Merger") with and into the Company,
with the Company being the surviving corporation in the Merger;
WHEREAS, the Company desires that the Employee (i) continue in
the employ of the Company and its Subsidiaries until the consummation of the
Merger and (ii) assist the Company if, as and when requested by the Company in
the transactions contemplated by the Merger Agreement; and
WHEREAS, the Company, in order to achieve its objectives as
set forth above and as an inducement for the Employee to continue in the employ
of the Company and its Subsidiaries to assist in the transactions contemplated
by the Merger Agreement, is desirous of providing a bonus to the Employee upon
the effective time of the Merger;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Employee agree as follows:
2
1. Definitions.
(a) "Bonus" shall mean an amount equal to $210,000.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Confidential Information" shall mean (i) information
about the Company or any of its Subsidiaries or their respective
businesses, products and practices, disclosed to or known or obtained
by the Employee as a direct or indirect consequence of or through the
Employee's employment with the Company or any of its Subsidiaries,
which information is not generally known in the business in which the
Company or such Subsidiaries are or may be engaged or (ii) any trade
secrets, information, data or other confidential information relating
to the business or affairs of the Company or any affiliate or
subsidiary of the Company. Confidential Information shall not, however,
include under any circumstances any information with respect to the
foregoing matters which is (I) available to the public from a source
other than the Employee, (II) released in writing by the Company to the
public, (III) required to be disclosed by any court process or any
government or agency or department of any government or agency or (IV)
the subject of a written waiver executed by the Company for the benefit
of the Employee.
(d) "Subsidiary" shall mean any entity in which the Company
either (I) controls more than 50% of the voting power of all securities
of such entity or (II) owns more than 50% of the total value of all
equity securities of such entity.
(e) "Term" shall mean the term of this Agreement as described
in Section 17.
2. Bonus. Upon the effective time of the Merger, the Employee
shall be entitled to receive the Bonus from the Company. The Bonus shall be paid
immediately upon the effective time of the Merger in a cash lump sum. Upon
payment of the Bonus in accordance with this Section 2, all rights and
obligations of each of the parties to any employment agreement between the
Company or any subsidiary thereof and Employee (other than this Agreement) shall
cease and terminate immediately, and thereafter shall be of no further force or
effect.
2
3
3. Non-Compete. (a) Employee, in acknowledgment and recognition
of the highly competitive nature of the business of the Company and its
affiliates, and in consideration of the benefits under this Agreement and other
good and valuable consideration, during the term of Employee's employment and
for two (2) years thereafter (the "Non-Compete Term"), will not, directly or
indirectly, engage in the connector business, whether such engagement is as an
officer, director, proprietor, employee, partner, investor (other than as a
holder of less than 5% of the outstanding capital stock of a publicly traded
corporation), consultant, advisor, agent, sales representative or other
participant.
(b) During the Non-Compete Term, Employee will not directly or
indirectly induce any current or former employee of the Company or any of its
affiliates to engage in any activity in which such Employee is prohibited from
engaging by paragraph (a) hereof or to terminate his employment relationship, as
applicable, with the Company or any of its affiliates.
(c) Employee acknowledges and agrees that the Company's
remedies at law for a breach or threatened breach of any of the provisions of
paragraphs (a) or (b) would be inadequate and, in recognition of this fact,
Employee agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, the Company, without posting any bond, shall be
entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.
(d) Employee expressly acknowledges that the scope of the
foregoing covenants is reasonable and necessary in order to protect the
interests of the Company and its affiliates. Notwithstanding the foregoing, if a
final judicial determination is made by a court of competent jurisdiction or an
arbitrator that the time or territory or any other restriction contained in this
Agreement is an unenforceable restriction against Employee, the provisions of
this Agreement shall not be rendered void but shall be deemed amended to apply
as to such maximum time and territory and to such maximum extent as such court
or arbitrator may determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction or arbitrator finds that any restriction
contained in this Agreement is unenforceable, and such restriction cannot be
amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.
3
4
(e) Notwithstanding anything to the contrary contained in this
Section 3, Employee shall be entitled to engage in any business which derives
not more than 15% of its aggregate revenues from its connector business.
4. Effects of Agreement on Other Benefits and Rights of Employee.
Nothing in this Agreement shall prevent or limit the Employee's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Employee may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Employee may have under any contract or agreement with the Company or any of its
affiliated companies.
5. Assignability; Binding Nature. This Agreement shall be binding
upon and inure to the benefit of the Company and the Employee and their
respective successors, heirs (in the case of the Employee) and permitted
assigns. As used in this Agreement, "Company" shall mean the Company and any
successor to its business which assumes and agrees to perform this Agreement, by
operation of law or otherwise.
6. Representation. The Company represents and warrants that it is
authorized to enter into this Agreement and that the performance of its
obligations under this Agreement will not violate any material agreement between
the Company and any other person or entity.
7. Entire Agreement. Except to the extent otherwise provided
herein, this Agreement contains the entire understanding and agreement between
the parties concerning the subject matter hereof and supersedes any prior
agreement.
8. Amendment or Waiver. No provision in this Agreement may be
amended unless such amendment is agreed upon in writing and signed by both the
Employee and an authorized officer of the Company. No waiver by either party of
any breach by the other party of any condition or provision contained in this
Agreement to be performed by such other party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or
subsequent time. Any waiver must be in writing and signed by the Employee or an
authorized representative of the Company, as the case may be.
9. Severability. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in
4
5
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
10. Beneficiaries/References. The Employee shall be entitled to
select (and change, to the extent permitted under any applicable law), by giving
the Company written notice thereof, a beneficiary or beneficiaries to receive
the Bonus payable hereunder following the Employee's death. In the event of the
Employee's death or a judicial determination of the Employee's incompetence,
reference in this Agreement to the Employee shall be deemed, where appropriate,
to refer to the Employee's beneficiary, estate or other legal representative.
11. Governing Law/Jurisdiction. This Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of
Missouri, without reference to principles of conflict of laws.
12. Disputes.
(a) All costs, fees and expenses, including attorneys' fees,
of any arbitration or litigation in connection with this Agreement
which results in any decision or settlement requiring the Company to
make a payment to the Employee, including, without limitation,
attorneys' fees of both the Employee and the Company, shall be borne
by, and be the obligation of, the Company. In no event shall the
Employee be required to reimburse the Company for any of the costs or
expenses, including attorneys' fees, incurred by the Company relating
to any arbitration or litigation hereunder. The obligation of the
Company under this Section 11 shall survive the termination of this
Agreement (whether such termination is by the Company or the Employee,
upon the expiration of this Agreement, or otherwise).
(b) Pending the outcome or resolution of any litigation or
arbitration hereunder, the Company shall pay all amounts due the
Employee without regard to any dispute.
13. Notices. Any notice given to either party shall be in writing
and shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the other party at the address indicated below or to such changed
address as such party may subsequently give by like notice:
5
6
If to the Company or the Board:
Xxxx Electronics Corp.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
ATTENTION: Chief Executive Officer
If to the Employee:
Xxxxxx X. Xxxxxxxxx
000 Xxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
14. Confidential Information.
(a) Non-Disclosure. During the Term or at any time thereafter,
irrespective of the time, manner or cause of the expiration of the
Term, the Employee will not directly or indirectly reveal, divulge,
disclose or communicate to any person or entity, other than authorized
officers, directors and employees of the Company or its Subsidiaries,
in any manner whatsoever, any Confidential Information without the
prior written consent of the Board.
(b) Return of Property. Upon the termination of employment of
the Employee, the Employee will surrender to the Company all
Confidential Information, including, without limitation, all lists,
charts, schedules, reports, financial statements, books and records of
the Company, any Subsidiary or any affiliate, and all copies thereof,
and all other property belonging to the Company, any Subsidiary or any
affiliate; provided, however, the Employee shall be accorded reasonable
access to such Confidential Information subsequent to the termination
of employment of the Employee for any proper purpose as determined in
the reasonable judgment of the Company.
15. Headings. The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.
16. Counterparts. This Agreement may be executed in two or more
counterparts.
6
7
17. Term of Agreement. This Agreement shall remain in effect until
the later of (i) the effective time of the Merger and (ii) such time as is
necessary to enforce the provisions hereof, including Sections 3 and 14. In
addition, the respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement to the extent necessary to preserve
such rights and obligations.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
8
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.
XXXX ELECTRONICS CORP.
By: /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------
Title: President and Chief
Operating Officer
-----------------------------
EMPLOYEE
/s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxxx
8
