Exhibit "10g"
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made and entered into as of the 19th day
of May, 1995, by and between XXXXXX INDUSTRIES, INC., a Georgia
corporation (the "Company"), and XXXXXXX X. XXXXXX ("Executive").
W I T N E S S E T H:
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WHEREAS, Executive has devoted over forty years of valuable
service to the Company and has during such time accumulated
significant knowledge and understanding of the Company's
operations, markets, industries, suppliers and employees, to
which knowledge the Company desires to have long-term access;
WHEREAS, the parties hereto desire to enter into an
agreement for the employment of Executive by the Company on the
terms and conditions hereinafter stated;
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment, Duties and Term. (a) Subject to the terms
and conditions of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts such employment.
Executive shall serve initially as Chairman of the Executive
Committee of the Company, a position which he has held for more
than ten years, and shall perform such duties and functions for
the Company as are customarily incident to such position. During
the Term (as defined below), Executive may serve in other
positions with the Company as he and the Company may mutually
agree. The Company will provide Executive with reasonable office
space and secretarial assistance.
(b) Unless earlier terminated as provided herein,
Executive's employment under this Agreement shall be for a term
commencing as of August 23, 1995 (the "Effective Date") and
ending on August 23, 2005. The date on which Executive's
employment terminates as provided in this Agreement is herein
called the "Termination Date", and the period from the Effective
Date through the Termination Date is herein called the "Term".
(c) Executive shall not, without the prior written
consent of the Company, at any time during the Term, engage in
any activity which is competitive with the business of the
Company.
2. Compensation. In consideration of Executive's services
hereunder, Company shall pay to Executive compensation as set
forth below (which compensation shall be paid, except as
otherwise provided herein, in accordance with the normal
compensation practices of the Company and shall be subject to
such deductions and withholdings as are required by law or
general policies of the Company in effect from time to time):
(a) The Company shall pay to Executive an annual
salary which shall be paid on a weekly basis and shall initially
be $200,000 per annum ("Base Compensation"). On each anniversary
of the Effective Date, Base Compensation shall be increased by
five percent (5%) over the Base Compensation for the year
preceding such anniversary.
(b) The Company shall pay for membership dues and
miscellaneous items as are currently provided to Executive and as
are provided to executive officers of the Company from time to
time.
(c) Executive shall be entitled to the medical
benefits that are provided from time to time by the Company's
medical/dental insurance plan. Should Executive marry, his wife
and eligible dependents shall be entitled to the medical/dental
benefits that are provided from time to time to spouses and
eligible dependents of executive officers by the Company's
medical/dental insurance plan. Such benefits may also be
provided through Medicare coverage available to Executive or
supplemental medical insurance, or a combination of both, so long
as the benefits provided to Executive and the out of pocket costs
incurred by Executive are substantially the same as those that
would be provided and incurred by Executive under the Company's
medical/dental insurance plan.
(d) The Company shall pay to Executive each fiscal
year in cash an amount equal to the total cash and deferred
payments which would have been paid or credited to Executive for
that fiscal year had he been an eligible participant in the
Company's Profit Sharing Plan.
(e) Executive shall be entitled to participate in any
other employee benefit plans generally provided by the Company to
its executive officers, but only if and to the extent provided in
such employee benefit plans and for so long as the Company
provides or offers such benefit plans. For purposes of
determining his eligibility to participate in such employee
benefit plans, Executive shall be deemed a regular full-time
salaried employee.
(f) The compensation and benefits set forth above in
this Section 2 shall cease on the Termination Date, except
amounts payable for any period prior to the Termination Date and
except as required by law or the express terms of any employee
benefit plan in which Executive participates pursuant hereto.
Nothing herein shall affect Executive's right to COBRA benefits,
Short-Term Disability Plan benefits and Long-Term Disability Plan
benefits, nor affect the rights of beneficiaries under any life
insurance policies insuring Executive's life.
3. Confidential Information. (a) During the Term,
Executive agrees that he shall not disclose to any person, or
otherwise use, except in connection with and as necessary for his
duties performed for the Company, any Company Confidential
Information; provided, however, that Executive may make
disclosures required by a valid order or subpoena issued by a
court or administrative agency of competent jurisdiction, in
which event Executive will promptly notify the Company of such
order or subpoena to provide the Company an opportunity to
protect its interests.
(b) "Company Confidential Information," as used in
this Agreement, means information relating to the business of the
Company which derives value, actual or potential, from not being
generally known to other persons. Company Confidential
Information does not include information which becomes generally
known to the financial community without breach of this
Agreement.
4. Termination. Executive's employment under this
Agreement may be terminated only in accordance with the following
provisions:
(a) Executive's employment hereunder shall be deemed
to be terminated as of the date of Executive's death. In the
event of Executive's total disability the Executive's employment
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hereunder shall be deemed to be terminated on the second August
23rd following the date of total disability, except that in no
event shall this contract extend beyond August 23, 2005.
(b) The Company may terminate Executive's employment
hereunder for "Cause," which shall mean (i) Executive's gross
negligence or willful misconduct in the performance of his duties
hereunder which results in material harm to the Company, or (ii)
Executive's conviction of a felony or crime involving moral
turpitude. A termination of Executive with Cause based on clause
(i) of the preceding sentence shall take effect 90 days after
the Company gives written notice of such termination to Executive
unless Executive shall, during such 90-day period, remedy the
events or circumstances constituting Cause.
5. Interpretation; Severability of Invalid Provisions.
All rights and restrictions contained in this Agreement may be
exercised and shall be applicable and binding only to the extent
that they do not violate any applicable laws and are intended to
be limited to the extent necessary so that they will not render
this Agreement illegal, invalid or unenforceable. If any term of
this Agreement shall be held to be illegal, invalid or
unenforceable by a court of competent jurisdiction, the remaining
terms shall remain in full force and effect.
6. Notice. All notices, demands and requests, where
permitted to be given under this Agreement, shall be deemed
sufficient if delivered in person or mailed by registered or
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certified mail, postage prepaid, addressed as follows, or to such
other address as a party may have furnished to the other party in
accordance herewith:
To the Company: To Executive:
Xxxxxx Industries, Inc. Xx. Xxxxxxx X. Xxxxxx
Attention: Xxxxxx X. Xxxxx 0000 Xxxxxxxxxx Xxxx, X.X.
Xxxxx 000 Xxxxxxx, Xxxxxxx 00000
0000-X Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000 Copies To:
Xx. Xxxxx X. Xxxxxx
0000 Xxx Xxxxxx Xxxxxx, X.X.
#000
Xxxxxxxxxx, X.X. 00000
Xx. Xxxxx X. Xxxxxx
0000 Xxx Xxxx Xxxxxx
#0000
Xxxxxxxxxx, X.X. 00000
The parties agree to promptly notify the other of any changes in
their addresses.
7. Agreement Binding; Assignment. This Agreement shall
inure to the benefit of and be binding upon the Company,
Executive, and their respective permitted successors, or legal
representatives. The parties hereto shall not, without consent
of the other, assign or transfer this Agreement or any rights or
obligations hereunder, except that the Company may assign its
rights or obligations under this Agreement without such consent
to any successor to the business of the Company by merger,
consolidation, or the transfer of substantially all the assets of
Company.
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8. Nonwaiver. The failure of either party to insist upon
strict performance of the terms of this Agreement or to exercise
any right herein, shall not be construed as a waiver or a
relinquishment for the future of such term or right, but the same
shall continue in full force and effect.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties and no statement, promises or
inducements made by any party hereto, or agent of either party,
which is not contained in this Agreement shall be valid or
binding. This Agreement may not be enlarged, modified or altered
except in writing signed by the parties.
10. Governing Law. This Agreement has been executed and
delivered in and is to be performed in the State of Georgia and
it and the rights and obligations of the parties hereunder shall
be construed under and governed by the laws of the State of
Georgia without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and Executive has
executed this Agreement, as of the date first written above.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X.Xxxxxx
XXXXXX X. XXXXXX XXXXXXX X. XXXXXX
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