Exhibit 10(i)
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of December 1,
1996, by and between THE RIVAL COMPANY, a Delaware corporation (the
"Company"), and W. Xxxx Xxxxxxxxxxx (the "Executive").
A. Executive is currently employed as the Sr. Vice President of the Company.
B. The Company and Executive desire to continue such employment and to
provide economic security to the Executive, on the terms hereinafter set
forth, in the event such employment is terminated under certain circumstances.
Accordingly, in consideration of the foregoing premises, and for other
valuable consideration, the adequacy of which is hereby acknowledged, the
Company and the Executive, intending to be legally bound, hereby agree as
follows:
1. In the event that the Executive's employment is terminated by the
Company other than for "just cause" (as defined in numerical paragraph 2
hereof) or Executive terminates his employment for stated "good cause" (as
defined in numerical paragraph 3 hereof), the Company shall be obligated to
pay Executive (or his estate if Executive shall have died after being
discharged) twelve months severance pay, which shall equal such number of
months multiplied by the Executive's Annual Base Salary, divided by 12. For
purposes of this Agreement, Executive's Annual Base Salary shall equal the base
salary paid to Executive by the Company during the one year period ending
on the last day of the most recent pay period preceding the date of
termination, provided that if Executive has been employed by the Company for a
shorter period, the base salary for such shorter period shall be annualized.
Such severance pay shall be paid to Executive (or his estate) in substantially
equal monthly installments on the first day of each of the twelve months
commencing with the month immediately following the month in which his
employment with the Company is terminated.
2. The term "just cause", for purposes of termination of Executive's
employment for "just cause", shall mean (a) the Executive's violation of any
reasonable rule or regulation of the Board of Directors or the Executive's
superior or the Chief Executive Officer of the Company that results in
significant damage to the Company or which, after written notice to do so,
Executive fails to make reasonable efforts to correct within a reasonable
time, (b) any refusal by Executive to comply with a reasonable, direct order,
(c) any wilful misconduct by Executive in the responsibilities reasonably
assigned to him, (d) any refusal by Executive to perform his job as required
to meet Company objectives or (e) the Executive's performing services for any
other corporation or person which competes with the Company while he is
employed by the Company and without the written approval of the Chief
Executive Officer of the Company; provided, however, that there shall be a
rebuttable presumption that any discharge of Executive by the Company within
two (2) years after there has been a "change in control" (as defined in
numerical paragraph 4 hereof) is a discharge other than for "just cause."
3. The term "good cause", for purposes of termination by Executive of
Executive's employment for "good cause" shall mean: (a) any reduction in
Executive's salary, benefits or annual bonus not substantially commensurate
with reductions for other executive employees of the Company, (b) the
involuntary relocation or proposed involuntary relocation of Executive outside
the Kansas City and Clinton areas by the Company, (c) the assignment to
Executive of services and responsibilities not approved by Executive which are
not substantially commensurate with the executive and managerial services and
responsibilities which he is then performing for the Company or (d) a good
faith belief by Executive that Executive can no longer perform his duties for
the Company because of actions taken by the Company.
4. For purposes of this Agreement, a "change in control" shall mean (a) the
acquisition, directly or indirectly, by any "person" or "group" of "persons"
(as the terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 and the rules thereunder) of beneficial ownership of securities of
the Company or of securities of the Company's ultimate parent corporation
representing 30% or more of the combined voting power of the then outstanding
securities of such corporation, (b) any merger, consolidation or sale of all
or a substantial part of the assets of the Company or (c) a change in the
Board of Directors such that a majority of a Board of Directors of the Company
or the Company's ultimate parent corporation ceases to consist of Continuing
Directors ("Continuing Director " means any person who was a member of the
Board of Directors of the Company or the ultimate parent corporation, as the
case may be, as of the date hereof, and any person who subsequently becomes a
member of such Board of Directors if such person's appointment, election or
nomination for election to such Board of Directors is recommended or approved
by a majority of the then Continuing Directors of such Board of Directors).
5. The Company acknowledges and agrees that Executive shall be entitled to
receive all of the payments provided for herein regardless of any income which
Executive may receive from other sources after the termination of his
employment with the Company.
6. Nothing in this Agreement shall confer upon Executive the right to
continue in the employ of the Company or any of its subsidiaries or, subject
to the terms hereof, shall affect any right which the Company or any of its
subsidiaries may have to terminate the employment of the Executive. No benefit
provided herein is intended or shall be deemed to be granted to Executive in
lieu of any benefits, rights or privileges to which may be entitled while he
is an employee of the Company under any retirement, pension, insurance,
hospitalization, stock option, stock purchase, incentive compensation or other
plan of the Company which may now be in effect or which may hereafter be
adopted, it being understood that Executive shall have the same rights and
privileges to participate in such plans while employed by the Company as any
other executive employee of the Company.
7. As consideration for the execution of this Agreement by the Company,
Executive covenants and agrees as follows:
(a) During the term of and at all times after the termination (whether by
the Company or the Executive) of Executive's employment with the Company,
Executive shall keep confidential and not disclose to any person, firm or
corporation (other than the Company, a person designated in writing by the
Company, or as may otherwise be required by law or reasonable business
practice), the trade secrets or confidential information or knowledge relating
to the business of the Company or its affiliates or subsidiaries, including,
without limiting the generality of the foregoing: (i) the names of the
Company's agents, suppliers and customers; (ii) the contractual arrangements
between the Company and its agents, suppliers or customers; (iii) the
financial details (including credit and discount terms) of the Company's
relationship with its agents, suppliers or customers; (iv) the names of
prospective customers and their requirements; (v) information concerning the
Company's financial structure or operating results; (vi) information
concerning all inventions, products, discoveries, improvements, processes,
manufacturing, marketing and service methods or techniques, developments,
ideas, concepts, designs, styles, specifications, knowhow, strategies and
data, whether or not patentable or registerable under copyright or similar
statues, owned by the Company; (vii) information concerning the remuneration
paid by the Company to its employees; or (viii) any other matter which is not
readily available to the public relating to the business of the Company.
(b) All correspondence, notes, recordings, files, keys, computer programs
(whether source code or object code) and other materials and reproductions
thereof pertaining in any respect to the Company, its subsidiaries or
affiliates or any of their respective businesses, shall be the property of and
shall be delivered to and retained by the Company upon Executive's termination
of employment with the Company.
8. Executive acknowledges that the provisions of numerical paragraph 7
hereof are reasonable and necessary to protect the legitimate interests of the
Company and its subsidiaries and affiliates (such subsidiaries and affiliates,
whether now in existence or coming into existence later during the term of
this Employment Agreement, being third-party intended beneficiaries of
numerical paragraph 7 of this Agreement) and that any violation by Executive
of any provision of numerical paragraph 7 will cause irreparable injury to the
Company, its subsidiaries and affiliates. Executive acknowledges that the
Company, its subsidiaries and affiliates are entitled to appropriate
injunctive relief in any court of competent jurisdiction to enforce their
rights hereunder, in addition to any other rights available to them at law or
in equity.
9. In the event Executive commences litigation to enforce his rights under
this Agreement and prevails in such litigation, Executive shall be entitled to
recover his costs and expenses, including reasonable attorneys' fees.
10. No delay or omission to exercise any right, power or remedy accruing
under this Agreement shall impair any such right, power or remedy nor shall it
be construed to be a waiver of any such right, power or remedy or of any
similar right, power or remedy to which a party thereafter becomes entitled.
Any waiver, permit, consent or approval of any kind or character under this
Agreement, or any waiver of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set
forth in such writing.
11. If any part of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part by reason of any rule of law or public policy, such part shall be
deemed to be severed from the remainder of this Agreement for the purpose only
of the particular legal proceedings in question and all other covenants and
provisions of this Agreement shall in every other respect continue in full
force and effect and no covenant or provision shall be deemed dependent upon
any other covenant or provision.
12. This Agreement shall inure to and be binding upon the parties hereto and
their respective heirs, successors and assigns, including, without limitation,
any person, partnership or corporation which may acquire all or substantially
all of the Company's assets and business or with or into which the Company may
be consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation or transfer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
THE RIVAL COMPANY
By: _____________________
Xxxxxxx X. Xxxxx
President
EXECUTIVE:
____________________________
W. Xxxx Xxxxxxxxxxx
Xx. Vice President
Finance & Administration
