Thomas G. Zupan
EXHIBIT
10.1
THIS
AGREEMENT
is made
as of this 30th day of November, 2006 by and between Whirlaway Corporation,
an
Ohio Corporation with its principal place of business in Wellington, Ohio
(the
“Company”), and Xxxxxx X. Xxxxx (the “Executive”).
WITNESSETH:
WHEREAS,
the
Company recognizes the value of the Executive’s experience and expertise and
desires to continue in its employment of the Executive as Vice-President
of the
Company; and
WHEREAS,
the
Executive wishes to continue to be employed by the Company in such capacity;
and
WHEREAS,
the
Company and the Executive mutually desire that their employment relationship
be
set forth under the terms of this written Employment Agreement;
NOW,
THEREFORE,
in
consideration of the foregoing and of the promises, covenants and mutual
agreements set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
do
hereby agree as follows:
| 1. |
Employment.
The Company agrees to continue to employ the Executive, and the Executive
agrees to continue to be employed by the Company, on the terms and
conditions set forth herein. The Company reserves the right to terminate
the Executive at any time, subject to the Company’s obligation to pay the
Executive compensation as otherwise provided for
herein.
|
| 2. |
Term.
This Agreement is effective as of November 30, 2006 (the “Commencement
Date”) and shall continue until the second anniversary of the Commencement
Date, unless further extended or sooner terminated as hereinafter
provided. On the second anniversary of the Commencement Date and
on the
anniversary of the Commencement Date in each year thereafter, the
term of
the Executive’s employment hereunder will be extended automatically by one
(1) additional year, unless at least 30 days prior to the date of
such
automatic extension the Company shall have delivered to the Executive,
or
the Executive shall have delivered to the Company, written notice
that the
term of the Executive’s employment hereunder shall not be extended.
|
| 3. |
Position
and Duties.
The Executive shall serve as Vice-President of the Company with
responsibilities and authority as may from time to time be assigned
by the
President or the Board of Directors of the Company. The Executive
agrees
to perform faithfully and industriously all duties the Company may
assign
to him. The Executive shall devote all of his working time and efforts
to
the business affairs of the Company, to the exclusion of all other
employment or business interests other than passive personal investments,
charitable, religious or civic activities. The Executive may not
engage,
directly or indirectly, in any other business or businesses, whether
or
not similar to that of the Company, except with the consent of the
Board
of Directors of the Company.
|
1
| 4. |
Compensation
and Benefits.
In consideration of the Executive’s performance of his duties hereunder,
the Company shall provide the Executive with the following compensation
and benefits during the term of his employment
hereunder.
|
| (a) |
Base
Salary.
The Company shall pay to the Executive an aggregate base salary (“Base
Salary”) at a rate of One-Hundred Eighty Thousand Dollars ($180,000) per
annum, payable in accordance with the Company’s normal payroll practices.
The Executive’s Base Salary may be adjusted from time to time by the Board
of Directors in accordance with the normal business practices of
the
Company.
|
| (b) |
Bonus.
The Executive will be eligible for an annual bonus in accordance
with the
Company’s annual incentive policy for executive
employees.
|
| (c) |
Expenses.
The Company, as applicable, shall promptly reimburse the Executive
for all
reasonable out-of-pocket expenses incurred by the Executive in his
performance of services hereunder, including all expenses of travel
and
entertainment, provided that such expenses are incurred, accounted
for and
documented in accordance with the Company’s regular policies. The Company
reserves the right to establish limits on the types or amounts of
business
expenses that the Executive may incur.
|
| (d) |
Employee
Benefits.
The Executive shall be entitled to participate in all Company employee
benefit plans for which the Executive is eligible, subject to the
rules
and regulations applicable thereto, which were in effect on the date
hereof (including, but not limited to, life, disability, and health
insurance plans and programs and savings plans and programs) as such
plans
may continue or be altered by the Board of Directors of the Company
from
time to time at the Board’s discretion.
|
| (e) |
Vacation
and Other Absences.
The Executive shall receive reasonable and customary vacation in
each
calendar year during the term of this Agreement, in accordance with
the
Company's present policies. The Executive shall also receive paid
absences
for holidays or illnesses in accordance with the Company's applicable
plans, policies or provisions.
|
| (f) |
Stock
Options.
Effective as of December 1, 2006 (the “Date of Grant”), the Company’s
parent company, NN, Inc., will grant the Executive the option (the
“Option”) to purchase an aggregate of 9,000 shares of NN. Inc. common
stock at an option price equal to the closing price of NN, Inc.’s common
stock as reported on the Nasdaq National Market on December 1, 2006
pursuant to NN. Inc.’s standard form of Stock Option Agreement which will
provide for the Option to become exercisable for 3000 of the shares
on the
first anniversary of the Date of Grant and will become exercisable
for
3000 additional shares on each succeeding anniversary date until
fully
exercisable.
|
| 5. |
Termination.
Except for the provisions of Paragraphs 7, 8, 9, 10, and 11, which
shall
continue in full force and effect, this Agreement shall terminate
upon the
first to occur of the following:
|
2
| (a) |
The
death of the Executive;
|
| (b) |
The
permanent Disability of the Executive, as defined in Paragraph
6(a)(iii);
|
| (c) |
The
Executive’s Separation From Service by the Company for “Cause" as defined
in Paragraph 6(a)(i);
|
| (d) |
The
Executive’s Separation From Service by the Company without
Cause;
|
| (e) |
The
Executive’s Separation From Service with "Good Reason" as defined in
Paragraph 6(a)(ii);
|
| (f) |
The
Executive’s Separation From Service without Good Reason, provided that the
Executive shall provide a Notice of Termination in accordance with
Paragraph 6(a)(iv). Upon receipt of notice of such Notice of Termination
given by the Executive, the Company reserves the right to terminate
the
Executive's employment, effective immediately; or
|
(g) Upon
written notice as provided in Paragraph 2.
| 6. |
Compensation
and Benefits in the Event of Termination or Separation From
Service.
In the event of the Executive’s Separation From Service during the term of
this Agreement or any renewal thereof, compensation and benefits
shall be
paid as set forth below. To be eligible for any payments under this
Paragraph 6, Executive must (i) execute and deliver to Company a
final and
complete release in a form that is acceptable and approved by the
Company,
and (ii) in Company’s good faith belief, be in full compliance with the
provisions of Paragraphs 7 through 9 and 11 hereof at the time of
any such
payment.
|
| (a) |
Definitions.
For purposes of this Agreement, the following terms shall have the
meanings indicated:
|
| (i) |
The
term "Cause" shall include, but shall not be limited to the occurrence,
in
the Company’s good faith belief, of any of the following: (A) the failure
of the Executive to perform the Executive's duties under this Agreement
(other than as a result of physical or mental illness or injury),
which
failure, if correctable, and provided it does not constitute willful
misconduct or gross negligence described in Subsection (B) below,
remains
uncorrected for 10 days following written notice to the Executive
by the
President or the Board of Directors of the Company of such breach;
(B)
willful misconduct or gross negligence by the Executive, in either
case
that the Company determines is reasonably likely to undermine or
harm the
business or reputation of the Company; (C) a material breach by the
Executive of this Agreement which, if correctable, remains uncorrected
for
10 days following written notice to the Executive by the President
or the
Board of Directors of the Company of such breach; (D) the Executive
is
convicted or pleads no contest to a felony or any other crime calling
into
question the Executive’s judgment, integrity or truthfulness (whether or
not in connection with the performance by the Executive of his duties
under this Agreement); (E) the Executive violates any applicable
local,
state, or federal law relating to discrimination or harassment;
(F) the
Executive violates the Company’s policies and/or practices applicable to
employees at the Executive’s level, including, but not limited to, its
employment policies and/or practices, including, but not limited
to,
non-discrimination, anti-harassment, and non-retaliation policies
and
practices; or (G) the Executive fails to comply with any oral or
written
request or directive of Company; provided such request or directive
is
consistent with the Executive’s duties and/or
law.
|
3
| (ii) |
The
term "Good Reason" shall mean any
action by the Company that results in (A) a significant and material
diminution in the Executive's position, authority, or responsibilities
or
(B) a decrease in salary or material change in employee benefits
or (C) a
request to move the Executive’s principal place of employment to another
location more than 25 miles from the Executive’s current principal place
of employment, excluding in each case any action that is remedied
by the
Company within 10 days after receipt of notice thereof from the Executive;
or
|
| (iii) |
The
term “Disability” shall mean the Executive’s failure to satisfactorily
perform his regular duties on behalf of the Company on a full-time
basis
for one hundred and twenty (120) days during any three hundred and
sixty
(360) day period, by reason of the Executive’s incapacity due to physical
or mental illness.
|
| (iv) |
The
term “Notice of Termination” shall mean a written notice which shall
include the specific termination provision under this Agreement relied
upon, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment.
Any purported termination of the Executive’s employment hereunder by
action of either party shall be communicated by delivery of a Notice
of
Termination to the other party. Any termination by the Executive
of his
employment without Good Reason shall be made on not less than 14
days'
notice.
|
| (v) |
The
term “Separation From Service” shall mean the Executive’s termination of
employment under the Company as contemplated in guidance issued by
the U.
S. Department of the Treasury for purposes of applying the provisions
of
Section 409A of the Internal Revenue
Code.
|
| (vi) |
The
term “Specified Employee” shall have the meaning contemplated by Section
409A(a)(2)(B)(i) of the Internal Revenue Code and guidance issued
thereunder by the U. S. Department of the
Treasury.
|
| (b) |
Separation
From Service by Company Without Cause or by the Executive With Good
Reason.
In the event the Executive incurs a Separation from Service by action
of
the Company without Cause or upon written notice as provided in Paragraph
2, or by the Executive with Good Reason, then the Executive shall
be
entitled to receive:
|
4
| (i) |
The
Base Salary and life insurance coverage then in effect through the
date
which is the later of (1) the end of the current term of the Executive’s
employment, or (2) one year after the date of termination, payable
(except
as provided in Paragraph 6(d)), in accordance with the Company’s normal
payroll practices.
|
| (ii) |
Any
vested rights of the Executive shall be paid to the Executive in
accordance with the Company's plans, programs or policies.
|
| (iii) |
The
Company shall promptly reimburse the Executive for any and all
reimbursable business expenses (to the extent not already reimbursed)
upon
the Executive's properly accounting for the same.
|
| (c) |
Termination
By The Company For Cause Or By The Executive Without Good
Reason.
In the event the Executive’s employment hereunder is terminated (A) by
action of the Company for Cause; (B) by action of the Executive without
Good Reason; or (C) by reason of the Executive’s death, Disability or
retirement, the following compensation and benefits shall be paid
and
provided the Executive (or his
beneficiary):
|
| (1) |
The
Executive’s Base Salary provided under Paragraph 4(a) only through the
date of termination, at the annual rate in effect at the time the
Notice
of Termination is given (or death occurs), to the extent unpaid prior
to
such Date of Termination;
|
| (2) |
Any
vested rights of the Executive shall be paid to the Executive or
in
accordance with the Company's plans, programs or policies. Without
limiting the foregoing, in the event of the termination of the Executive's
employment due to death or Disability, the rights and benefits of
the
Executive (or his designated beneficiary or representatives, as
applicable) under any Company life, health and long-term disability
plans
and policies shall be determined in accordance with the terms and
provisions of such plans and policies;
and
|
| (3) |
The
Company shall promptly reimburse the Executive for any and all
reimbursable business expenses (to the extent not already reimbursed)
upon
the Executive's properly accounting for the
same.
|
| (d) |
Payments
to Specified Employees.
Notwithstanding the foregoing provisions which normally require payment
of
certain elements of compensation within a stated period after a Separation
From Service, in no event shall any payment to a Specified Employee
of
compensation which is subject to Internal Revenue Code Section 409A
be
made prior to the date which is six (6) months and one (1) day after
the
date of such Separation From Service. Any amount otherwise required
to be
paid within such payment suspension period shall be paid in a lump
sum on
the date the suspension period lapses or, if such date is not a regular
business day of the Company, on the first regular business day of
the
Company which follows the expiration of the payment suspension
period.
|
5
| (e) |
Continuation
of Benefits.
Following the termination of the Executive’s employment hereunder in any
way other than by the Company without Cause, or by the Executive
with Good
Reason, the Executive shall have the right, at the Executive’s sole
expense, to continue in the Company’s group health insurance plan or other
Company benefit program as may be required by COBRA or any other
federal
or state law or regulation. Following the termination of the Executive’s
employment hereunder by the Company without Cause, or by the Executive
with Good Reason, the Executive shall have the right, at the Company’s
sole expense, to continue in the Company’s group health insurance plan
through the date which is the later of (1) the end of the current
term of
the Executive’s employment, or (2) one year after the date of termination;
provided, however that if the Company, in its sole discretion, determines
that such continued participation is not feasible for any reason,
the
Company may opt to provide, at its sole expense, COBRA coverage for
the
Executive for such period.
|
| (f) |
Limit
on Company Liability.
Except as expressly set forth in this Paragraph 6, the Company shall
have
no obligation to the Executive under this Agreement following a
termination of the Executive's employment with the Company. Without
limiting the generality of the provision of the foregoing sentence,
the
Company shall not, following a termination of the Executive's employment
with the Company, have any obligation to provide any further benefit
to
the Executive or make any further contribution for the Executive's
benefit
except as provided in this paragraph 6.
|
| 7. |
Disclosure
of Confidential Information.
The Company has developed confidential information, strategies and
programs, which include customer lists, prospects, lists, expansion
and
acquisition plans, market research, sales systems, marketing programs,
computer systems and programs, product development strategies,
manufacturing strategies and techniques, budgets, pricing strategies,
identity and requirements of national accounts, customer lists, methods
of
operating, service systems, training programs and methods, other
trade
secrets and information about the business in which the Company is
engaged
that is not known to the public and gives the Company an opportunity
to
obtain an advantage over competitors who do not know of such information
(collectively, "Confidential Information"). In performing duties
for the
Company, the Executive regularly will be exposed to and work with
Confidential Information. The Executive acknowledges that such
Confidential Information is critical to the Company's success and
that the
Company has invested substantial sums of money in developing the
Confidential Information. While the Executive is employed by the
Company
and after such employment ends for any reason, the Executive will
never
reproduce, publish, disclose, use, reveal, show or otherwise communicate
to any person or entity any Confidential Information unless specifically
directed by the Company to do so in writing. The Executive agrees
that
whenever the Executive's employment with the Company ends for any
reason,
all documents containing or referring to Confidential Information
as may
be in the Executive's possession or control will be delivered by
the
Executive to the Company immediately, with no request being
required.
|
6
| 8. |
Non-Interference
with Personnel Relations.
While the Executive is employed by the Company and for two years
after
such employment ends for any reason, the Executive acting either
directly
or indirectly, or through any other person, firm, corporation or
entity,
will not hire contract with or employ any employee of the Company
or
induce or attempt to induce or influence any employee of the Company
to
terminate employment with the Company. However, this provision shall
not
apply to the Executive in the case of the solicitation of his or
her
immediate family members.
|
| 9. |
Non-Competition.
While the Executive is employed by the Company and through the date
which
is the later of (1) the then current term of the Executive’s employment,
or (2) two years after the Executive’s employment ends for any reason, the
Executive will not, directly or indirectly, or through any other
person,
firm, corporation or entity (i) be employed by, consult for, have
any
ownership interest in or engage in any activity on behalf of any
competing
business, or (ii) call on, solicit or communicate with any of the
Company's customers (whether actual or potential) for the purpose
of
selling precision metal components, assemblies, turned parts, other
similar products and other related items to such customer other than
for
the benefit of the Company. As used in this Agreement, the term "competing
business" means a business that is a manufacturer and supplier of
precision metal components, assemblies, turned parts or other similar
products and the term "customer" means any customer (whether actual
or
potential) with whom the Executive or any other employee of the Company
had business contact on behalf of the Company during the eighteen
(18)
months immediately before the Executive's employment with the Company
ended. Notwithstanding the foregoing, this paragraph shall not be
construed to prohibit the Executive from owning less than five percent
(5%) of the outstanding securities of a corporation which is publicly
traded on a securities exchange or over-the-counter.
|
| 10. |
Notification
to Subsequent Employers.
The Executive grants the Company the right to notify any future employer
or prospective employer of the Executive concerning the existence
of and
terms of this Agreement and grants the Company the right to provide
a copy
of this Agreement to any such subsequent employer or prospective
employer.
|
| 11. |
Company
Proprietary Rights.
|
|
(a)
|
Company
to Retain Rights.
The Executive agrees that all right, title and interest of every
kind and
nature whatsoever in and to copyrights, patents, ideas, business
or
strategic plans and concepts, studies, presentations, creations,
inventions, writings, properties, discoveries and all other intellectual
property conceived by the Executive during the term of this Agreement
and
pertaining to or useful in or to (directly or indirectly) the activities
of the Company (collectively, "Company Intellectual Property")
shall
become and remain the exclusive property of the Company, and the
Executive
shall have no interest therein.
|
7
|
(b)
|
Further
Assurances.
At the request of the Company, the Executive shall, at the Company's
expense but without additional consideration, execute such documents
and
perform such other acts as the Company may deem necessary or appropriate
to vest in the Company or its designee such title as the Executive
may
have to all Company Intellectual Property in which the Executive
may be
able to claim any rights by virtue of his employment under this
Agreement.
|
|
(c)
|
Return
of Material.
Upon the termination of the Executive's employment under this Agreement,
the Executive will promptly return to the Company all copies of
information protected by Paragraph 11(a) hereof which are in his
possession, custody or control, whether prepared by him or others,
and the
Executive agrees that he shall not retain any of
same.
|
| 12. |
Representation
and Warranty of the Executive.
The Executive represents and warrants to the Company that he is not
now
under any obligation, of a contractual nature or otherwise, to any
person,
partnership, company, corporation or entity that is inconsistent
or in
conflict with this Agreement or which would prevent, limit or impair
in
any way the performance by him of his obligations
hereunder.
|
| 13. |
Withholding.
Any provision of this Agreement to the contrary notwithstanding,
all
payments made by the Company hereunder to the Executive or his estate
or
beneficiaries shall be subject to the withholding of such amounts,
if any,
relating to tax and other payroll deductions as the Company may reasonably
determine should be withheld pursuant to any applicable law or regulation.
In lieu of withholding such amounts, the Company may accept other
provisions, provided that it has sufficient funds to pay all taxes
required by law to be withheld in respect of any or all such
payments.
|
| 14. |
Mitigation.
The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall
not be
affected by any set-off, counterclaim, recoupment, defense or other
claim,
right or action which the Company may have against the Executive
or
others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this agreement
and
such amounts shall not be reduced whether or not the Executive obtains
other employment.
|
| 15. |
Notices.
All notices, requests, demands and other communications provided
for by
this Agreement shall be in writing and shall be sufficiently given
if and
when mailed in the continental United States by registered or certified
mail, or personally delivered to the party entitled thereto, at
the
address stated below or to such changed address as the addressee
may have
given by a similar notice:
|
8
|
To
the Company:
|
Whirlaway
Corporation
|
|
|
000
Xxxxxx Xxxxxx
|
||
|
Xxxxxxxxxx,
XX 00000
Attn:
Xx. Xxxxxxxx X. Xxxx
|
||
|
With
a copy to:
|
NN,
Inc.
0000
Xxxxxx Xxxx Xxxxx
Xxxxxxx
xxxx, XX 00000
Attn:
Xx. Xxxxxxxx X. Xxxx
|
|
To
the Executive:
|
Xxxxxx
Xxxxx
|
|
|
000
Xxxxxx Xxxx 000
|
||
|
Xxxxxxx,
Xxxx 00000
|
||
| 16. |
Successors:
Binding Agreement.
The Company shall require any successor (whether direct or indirect,
by
purchase, merger, consolidation or otherwise) to all or substantially
all
of the business and/or assets of the Company, by agreement in the
form and
substance satisfactory to the Executive, to expressly assume and
agree to
perform this Agreement in the same manner and to the same extent
that the
Company would be required to perform it if no such succession had
taken
place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement.
For purposes of this Agreement, “Company” shall include any successor to
its business and/or assets as aforesaid which executes and delivers
the
agreement provided for in this Section or which otherwise becomes
bound by
all the terms and provisions of this Agreement by operation of
law.
|
This
Agreement shall inure to the benefit of and be binding upon the Company,
the
Executive and their respective personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
the
Executive should die while any amount would still be payable to him/her
hereunder if he had continued to live, all such amounts, except to the extent
otherwise provided under this Agreement, shall be paid in accordance with
the
terms of this Agreement to his devisee, legatee or other designee, or if
there
be no such designee, to the Executive’s estate.
| 17. |
Compliance
with Section 409A.
To
the extent applicable, this Agreement shall be interpreted in accordance
with Section 409A of the Internal Revenue Code and the applicable
U.S.
Treasury regulations and other interpretative guidance issued thereunder,
including without limitation any regulations or other guidance that
may be
issued after the effective date of this Agreement. Notwithstanding
any
provision of the Agreement to the contrary, the Company may adopt
such
amendments to the Agreement or adopt other policies and procedures,
or
take any other actions, that the Company determines is necessary
or
appropriate to exempt the Agreement from Section 409A and/or preserve
the
intended tax treatment of the benefits provided hereunder, or to
comply
with the requirements of Section 409A and related U.S. Treasury
guidance.
|
| 18. |
Modification,
Waiver or Discharge.
No provision of this Agreement may be modified or discharged unless
such
modification or discharge is authorized by the Board of Directors
of the
Company and is agreed to in writing, signed by the Executive and
by an
officer of the Company duly authorized by the Board. However, the
Company
may unilaterally revise the provisions of this Agreement governed
by the
provisions of Internal Revenue Code Section 409A in order to make
the
Agreement compliant therewith. No waiver by either party hereto of
any
breach by the other party hereto of any condition or provision of
this
Agreement to be performed by such other party will be deemed a waiver
of
similar or dissimilar provisions or conditions at the time or at
any time
or at any prior or subsequent time.
|
9
| 19. |
Entire
Agreement.
This Agreement constitutes the entire understanding of the parties
hereto
with respect to its subject matter and supersedes all prior agreements
between the parties hereto with respect to its subject matter, including,
but not limited to, all employment agreements, change of control
agreements, non-competition agreements or any other agreement related
to
the Executive's employment with the Company.
|
| 20. |
Governing
Law.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio to the
extent
federal law does not apply.
|
| 21. |
Resolution
of Disputes.
Any dispute or claim arising out of or relating to this Agreement
shall be
settled by final and binding arbitration in Cincinnati, Ohio in accordance
with the Employment Arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators
may
be entered in any court having jurisdiction thereof. The fees and
expenses
of the arbitration panel shall be equally borne by the Company and
the
Executive. Each party shall be liable for its own costs and expenses
as a
result of any dispute related to this
Agreement.
|
| 22. |
Validity.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the other provisions
of
this Agreement, which latter provisions shall remain in full force
and
effect.
|
| 23. |
No
Adequate Remedy At Law; Costs to Prevailing Party.
The Company and the Executive recognize that each party may have
no
adequate remedy at law for breach by the other of any of the agreements
contained herein, and particularly a breach of Paragraphs 7, 8, 9,
or 11,
and, in the event of any such breach, the Company and the Executive
hereby
agree and consent that the other shall be entitled to injunctive
relief or
other appropriate remedy to enforce performance of such
agreements.
|
| 24. |
Non-Assignability.
This Agreement, and the rights and obligations of the parties hereunder,
are personal and neither this Agreement, nor any right, benefit or
obligation of either party hereto, shall be subject to voluntary
or
involuntary assignment, alienation or transfer, whether by operation
of
law or otherwise, without the prior written consent of the other
party;
provided, however, that the Company may assign this Agreement (i)
to any
affiliate of the Company, or (ii) in connection with a merger or
consolidation involving the Company or a sale of substantially all
of its
assets to the surviving corporation or purchaser, as the case may
be, so
long as such assignee assumes the Company's obligations
hereunder.
|
| 25. |
Headings.
The section headings contained in this Agreement are for convenience
of
reference only and will not be deemed to control or affect the meaning
or
construction of any provision of this Agreement. Reference to Paragraphs
are to Paragraphs in this Agreement.
|
10
| 26. |
Counterparts.
This Agreement may be executed in one or more counterparts, each
of which
shall be deemed to be an original, but of which together will constitute
one and the same instrument.
|
11
IN
WITNESS WHEREOF,
the
Executive and the Company (by action of its duly authorized officers) have
executed this Agreement as of the date first above written.
| WHIRLAWAY CORPORATION | ||
| |
|
|
| By: | ||
|
ATTEST:_____________________________________
|
Xxxxxxxx X. Xxxx, President |
|
EXECUTIVE
________________________________________________
Xxxxxx
X. Xxxxx
12
