XXXXX XXXXXX CORPORATION
00 XXXXXX XXXXXX
XXX XXXXXX, XXXXXXXXXXX 00000
March 28, 1995
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxx Xxx Xxxxx
000 Xxxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xxx:
This letter will confirm the terms and conditions of
your Employment Agreement (the "Agreement") with Xxxxx
Corona Corporation ("SCO").
1. You will be employed as the Chairman and Chief
Executive Officer of SCO, reporting to the Board of
Directors, effective March 24, 1995.
2. Your compensation in such capacity will be
salary at the rate of $30,000 per month.
3. You will be eligible for consideration of
grants of SCO share options when other officers are
considered, usually annually; on March 8, 1995, you received
100,000 share options based on the average share price on
the date of the grant. All options will be exercisable in
accordance with the SCO 1990 Stock Option Plan, as amended
from time to time, except that it is the intention of the
Board of Directors to take steps within its authority to
vest you in this grant as soon thereafter as is lawful,
subject to stockholder approval which is necessary to
implement a change in the vesting provisions of the Stock
Option Plan.
4. You will be entitled to receive the following
fringe benefits:
(a) Term life insurance coverage equal to
two times your annual base salary pursuant to the terms of
the current SCO coverage;
(b) Executive Medical Program;
(c) Reasonable out-of-pocket expenses
related to your temporary relocation to New Canaan;
(d) Reimbursement for expenses incurred in
the discharge of your duties as Chairman and Chief Executive
Officer in accordance with established SCO policies and
procedures including a rental vehicle or mileage charges for
the use of your automobile.
5. This Agreement may be terminated at any time
at the discretion of the Board of Directors. In the event
that the Board of Directors of SCO terminates your
employment for reasons other than Cause, you will be paid
your base salary, plus benefits as set forth in Paragraph 4
above until the last day of the month during which you are
given oral or written notice of your termination. "Cause"
shall mean a material breach of, or willful misconduct in,
the performance of your duties as an employee of SCO;
employment by a firm not affiliated with SCO while you are
employed by SCO; theft, embezzlement, bribery or other act
of comparable dishonesty or disloyalty or breach of trust
against SCO; or the conviction of a felony.
6. This Agreement, upon your acceptance in the space
provided below, shall be a binding contract to be governed and
construed in accordance with the laws of the state of Connecticut
and it shall supersede and replace all prior agreements and
understandings between the parties.
As the terms described in this letter differ from
normal SCO policy regarding employee benefits and separation, it
is understood that this Agreement sets forth the entire agreement
between SCO and you relating to your employment; that you waive
any and all benefits from any SCO employee benefit program not
specifically referred to herein, that you understand that
employees who serve as director receive no additional compensation
therefor and that you release SCO from any liability other than
that to which SCO has agreed above.
Very truly yours,
XXXXX XXXXXX CORPORATION
By:
Xxxxxxx X. Xxxx
Chairman, Special Committee
of the Board of Directors
I accept and agree to the
foregoing terms and conditions.
Xxxxxx Xxx Xxxxx
Date
