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XXXXXX & XXXXXXXX CORPORATION
Form 10-Q for Quarterly Period Ended December 31, 1995
Exhibit No. 10.11
OFFICER EMPLOYMENT AGREEMENT
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AGREEMENT
This Agreement is made this 26th day of October, 1995, by and
between Xxxxxx & Xxxxxxxx Corporation, a Wisconsin corporation (the "Employer")
and Xxxxx X. Xxxx (the "Employee"). In consideration of the promises set forth
herein, the parties hereto agree as follows:
1. Employment. Employer shall employ Employee from the
date hereof until June 30, 2000, unless such employment shall be
terminated earlier as specified herein. During the term specified in
the preceding sentence, Employee's position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned immediately preceding the date hereof and the Employee's
service shall be performed at the location where he was employed
immediately preceding the date hereof or any office or location less
than 35 miles from such location.
Employer may terminate Employee's employment at any time for
any of the following causes:
(a) the continuing inability of the Employee, for
a period of at least 90 days, to perform and carry out his
duties and responsibilities under this Agreement for any
reason, including mental or physical disability. The
determination of such inability shall be made in the sole
discretion of the Board of Directors of the Employer;
(b) gross negligence or repeated neglect by
Employee in the performance of duties for Employer;
(c) material breach by Employee of the terms of
this Agreement; or
(d) death.
2. Salary. During the term specified in Section 1 hereof,
Employer shall pay Employee a monthly salary of no less than
$18,708.33, payable in semi-monthly installments, or at such other
intervals as salary is paid to other senior executives of the Employer
generally.
3. Other Compensation and Benefits. Except as specified in
this Section 3 and Sections 4 and 5 hereof, Employee shall participate
in such executive compensation structures and employee benefit plans
as shall cover senior executives of the Employer generally and his
participation and benefits (and the participation and benefits of any
person claiming through his status as a
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participant) shall be governed by the terms and conditions of such
structures and plans.
Effective with respect to stock option grants made during and
after 1996, the number of stock options which shall be granted
Employee shall be one-half of the number of options which would have
been granted to him by application of the formula or other method of
determination used by the Employer for the grant of options to other
senior executives of the Employer at the time in question.
For purposes of determining any cash bonus to which Employee
may be entitled and the computation of which is a function of base
salary, Employee's monthly base salary during the term covered hereby
shall be deemed to be actual base salary, plus $4,166.67.
4. Supplemental Pension Benefits. If Employee's employment
shall continue until June 30, 2000, he shall be entitled to a monthly
pension benefit commencing July 1, 2000 equal to $20,833.33, which
shall be payable in the form of a joint and 50% survivor annuity --
i.e., the monthly pension shall be $20,833.33 during Employee's
lifetime, and should the spouse to whom he was legally married on July
1, 2000 survive him, she will be paid a monthly annuity for her life
of $10,416.67. Such amounts shall include any amounts to which the
Employee and such surviving spouse may be entitled under any qualified
defined benefit pension plan maintained by the Employer and any
unfunded supplemental defined benefit pension plan maintained by the
Employer. To the extent that Employee is covered by a plan or plans
described in the preceding sentence, he shall make all such elections
and file all such papers as the Employer shall require so that
benefits under such plans shall be payable in the form and at the time
specified in the first sentence of this Section 4. To the extent that
the benefits specified under this Section 4 exceed the benefits
payable under such plans, any and all such benefits shall be an
unfunded obligation of the Employer as to which the Employee and any
person claiming through the Employee shall be merely a general
unsecured creditor of the Employer; provided that the Company shall
cause this benefit to be covered by the "rabbi" trust which it
maintains with respect to other executive benefits.
If Employee's employment is terminated prior to June 30, 2000,
under the rules of Section l.a. hereof, he shall be entitled to the
benefits described in the first paragraph of this Section 4,
commencing on the first day of the first calendar month commencing
after the date that his employment is so terminated except that the
number set forth in the schedule below, which corresponds to the date
that his employment is so terminated, shall be substituted for
$20,833.33 (and one-half of such number shall be substituted for
$10,416.67).
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Date of Termination of Employment Monthly Benefit Amount
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On or after July 1, 1999, but prior
to June 30, 2000 $20,000.00
On or after July 1, 1998, but prior
to June 30, 1999 $19,166.67
On or after July 1, 1997, but prior
to June 30, 1998 $18,333.33
On or after July 1, 1996, but prior
to June 30, 1997 $17,500.00
Prior to June 30, 1996 $16,666.67
5. Medical Coverage. If Employee's employment shall
continue until June 30, 2000, he shall be entitled to purchase medical
coverage for the period commencing on his separation from service and
continuing until he reaches age 65 as though he were covered by the
medical coverage continuation rules of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") for that entire
period.
6. Competition. As a condition to the receipt of the
benefits described in Section 4 hereof which are in excess of the
benefits which would otherwise be payable to Employee under any
qualified defined benefit pension plan or unfunded supplemental
defined benefit pension plan maintained by Employer and covering other
senior executives of the Employer, Employee agrees to abide by the
terms of this Section 6. For a period of 3 years after the Employee's
separation from service with the Employer, Employee will not, directly
or indirectly, own, manage, operate, control, be connected with the
ownership, management, operation or control of any entity in the
United States of America which competes with the Employer, or be
employed by, perform service for, consult with or solicit business for
any such entity. Employee agrees that the restrictions set forth in
this Section 6 are fair and reasonable and are reasonably required for
the protection of the Employer. Employer's sole remedy for Employee's
breach of this Section 6 shall be to forever withhold from Employee,
and any person claiming through Employee, any further payments
described in the first clause of the first sentence of this Section 6.
7. Release. As a condition to the receipt of the benefits
described in the first clause of the first sentence of Section 6
hereof, the Employee shall execute such release as the Employer shall
specify.
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8. Integration. This Agreement sets forth the entire
agreement of the parties hereto, and it supersedes any and all prior
agreements, contracts and understandings between the parties hereto,
whether written or oral, with regard to the subject matter hereof,
including without limitation, the two documents each entitled
"Employment Agreement, one of which is dated November 20, 1987, and
the other of which is dated February 19, 1990. This Agreement may be
amended only in writing executed by the parties hereto.
9. Governing Law. This Agreement shall be governed by the
internal laws of the State of Wisconsin.
10. Binding Effect. The rights and obligations of the
Employer hereunder shall inure to the benefit of and shall be binding
upon the respective successors and assigns of Employer.
11. Non-waiver. The waiver by Employer of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach by the Employee.
12. Board Approval. This Agreement shall be subject to the
approval of the Nominating and Salaried Personnel Committee of the
Board of Directors of the Employer.
13. Headings. Headings are for convenience of reference only.
XXXXXX & XXXXXXXX CORPORATION
By: /s/ X. X. Xxxxxxxx, Xx. /s/ Xxxxx X. Xxxx
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Its: Chairman & Chief Executive Officer Xxxxx X. Xxxx
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