Exhibit 10.f
EMPLOYMENT AGREEMENT WITH XXXXXX X. WELDING
December 10, 2003
Xx. Xxxxxx X. Welding
0000 Xxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Dear Mr. Welding:
Pursuant to authorization of its Board of Directors (the "Board"), this letter
will set forth certain of the terms and conditions of your continuing employment
by Federal Signal Corporation ("Federal") as an executive officer of Federal. By
your acceptance hereof you agree that your employment shall continue upon the
terms and conditions hereinafter set forth.
1. Term, Compensation and Services
1.1 The term of your employment pursuant to this agreement shall
continue from the date hereof until the December 31 following your 65th
birthday, subject to earlier termination of employment by Federal or you as
hereinafter provided.
1.2 During the term of your employment, you will be compensated at the
annual rate as may from time to time be fixed by resolution of the Board,
provided, however, that your annual rate of compensation shall in no event be
less than $600,000 and provided further that such minimum annual rate may be
increased by resolution of the Board which resolution shall be binding on
Federal for the remaining term of this agreement. Your annual compensation shall
be payable monthly and you shall be reimbursed for business, travel and
entertainment expenses in accordance with Federal's prevailing policies. In its
discretion, the Board may pay you additional salary or bonuses.
1.3 You agree to devote your full business time and efforts to the
rendition of such services to Federal as may be designated by the Board,
subject, however, to customary vacations and provided that you shall be excused
from performing services during any period of absence or inability relating to
illness or physical or mental disability. You will at all times be subject to
the direction and supervision of the Board. You may devote a reasonable amount
of time to civic and community affairs but shall not perform services during the
term of your employment for any other business organization in any capacity
without the prior consent of the Board.
2. Termination
2.1 Your employment shall be subject to termination by Federal at any
time for cause if you shall fail in any material respect to perform your duties
hereunder (other than by reason of illness or physical or mental disability),
shall breach any provision hereof in any material respect, or shall engage in
any dishonest or fraudulent acts or conduct in the performance of your duties to
Federal. Termination by Federal pursuant to the preceding sentence shall require
that you receive thirty days prior written notice of the basis for termination
and that you fail to cure or correct the basis for the termination during such
thirty day period. In addition, you may, at your option, voluntarily terminate
your employment hereunder by giving Federal at least 90 days prior written
notice
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thereof. Upon any termination under this paragraph 2.1, all obligations of
Federal hereunder shall immediately terminate and, without limiting the
foregoing, Federal shall have no obligation under this agreement to make
payments to you in respect of any period subsequent to such termination.
However, termination under this paragraph shall not affect Federal's
obligations, if any, to make payments as required by other compensation or
employee benefit plans maintained by Federal.
2.2 Your employment shall be subject to termination by Federal at any
time without cause by notifying you in writing of such termination not less than
ten days prior to the effective date thereof. Upon any termination of employment
pursuant to this paragraph 2.2, Federal shall be obligated to pay to you, or to
your designated beneficiary if you shall not be living, an amount equal to one
year's salary at the minimum annual rate then in effect, or, if less, an amount
equal to the period from termination until the December 31 following your 65th
birthday. The total amount owing to you or your designated beneficiary under
this paragraph 2.2 shall be paid in twelve equal monthly installments.
Installment payments shall commence as soon as practicable following the
effective date of termination and shall not bear interest. For purposes of this
paragraph 2.2 any material breach by Federal of its obligations hereunder which
are not cured after thirty days written notice given to Federal by you, may, at
your option, be treated by you as a termination of your employment without
cause. Amounts payable to you under this paragraph 2.2 shall be in addition to
other payments, if any, required by other compensation or employee benefit plans
maintained by Federal.
2.3 (a) In the event that a "change of control" (as hereinafter
defined) of Federal occurs during the term of this agreement, you may at your
option terminate this agreement any time during the one year following such
change of control by giving thirty days prior written notice of termination to
Federal. Upon such termination, Federal shall be obligated to pay to you or your
designated beneficiary (if you are deceased), immediately in one lump sum an
amount equal to your average annualized W-2 compensation for the five most
recent taxable years ending before the date on which the change of control
occurs (if you have less than five years of employment with Federal, your
average annualized W-2 compensation shall be the average of the actual years of
your employment with Federal), multiplied by three and then reduced by $1.00. In
the event of termination by you under this paragraph 2.3, you shall also be
entitled to receive all payments and compensation under any other compensation
or employee benefit plans of Federal. Furthermore, to the extent you are not
fully vested under any such plan, amounts payable under any such other plan
shall be supplemented by Federal to the extent necessary so that the amounts
payable under such plan are at least equal to the amount you would have received
had you remained employed by Federal at the minimum salary then in effect until
your 65th birthday.
(b) A "change of control" shall mean (i) the filing with the
Securities and Exchange Commission by any person or "group" of a report
disclosing beneficial ownership by such person or group of shares of stock
entitled to cast more than 40% of the votes in the election of directors, or
(ii) the election of any person or persons as a director or directors at a
meeting of Federal's stockholders at which proxies solicited on behalf of
Federal's Board or management were not voted in favor of the election of such
person or persons, or (iii) the occurrence of any other event which would
require an affirmative response to Item 6(e) of Schedule 14A (the Proxy
Statement Disclosure Rules) as now in effect, regarding a change of control. The
date of a change of control specified in clause (iii) shall be the date Federal
is first advised by its counsel or counsel specified in the next sentence that
an event of the type specified in clause (iii) has occurred. Any dispute as to
whether an event specified in clause (iii) of the preceding sentence has
occurred shall be conclusively resolved by an opinion of independent counsel
selected by the Chairman of the Securities Law Committee of the Chicago Bar
Association, which may be requested by you or Federal at any time.
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2.4 In the event of your death prior to the effective date of any
termination of your employment pursuant to paragraphs 2.1, 2.2 or 2.3 hereof,
Federal shall be obligated to pay to your designated beneficiary, in not more
than eighteen equal monthly installments, an amount equal to one year's
compensation at the minimum annual rate in effect hereunder at the date of
death. Installment payments shall commence as soon as practicable following the
date of death and shall not bear interest. This payment is in addition to any
Company life insurance you may be entitled to under Federal's benefit plans.
2.5 In no event shall any termination of your employment under any
provision of this agreement relieve you from complying fully with your
agreements set forth in paragraphs 3.1 and 3.2 hereof.
3. Non-competition and Trade Secrets Agreements
3.1 During the term of your employment and for a period of thirty-six
months following termination of employment for any reason, or following
expiration of the term hereof, you agree that you will not directly or
indirectly act as an officer, director, consultant, employee or principal for
any entity which is competitive with Federal. An entity is deemed competitive
with Federal if it is engaged in a line of business in which Federal has derived
at least 10% of its revenues during the two years prior to termination of
employment in the same geographic area in which Federal conducts such business.
3.2 You further covenant that at no time following such termination of
employment will you, without prior written consent of Federal, divulge to anyone
any trade secret or confidential corporation information concerning Federal or
otherwise use any such information to the detriment of Federal.
3.3 Paragraph 3.1 shall not prohibit you from investing in any
securities of any corporation which is competitive with Federal whose
securities, or any of them, are listed on a national securities exchange or
traded in the over-the-counter market if you shall own less than 3% of the
outstanding voting stock of such corporation.
4. General Provisions
4.1 In the event you shall inquire, by written notice to Federal,
whether any proposed action on your part would be considered by Federal to be
prohibited by or in breach of the terms hereof, Federal shall have forty-five
days after the giving of such notice, to express in writing to you its position
with respect thereto, and in the event such writing shall not be given to you,
such proposed action (as set forth in your notice to Federal) shall not be a
violation of or in breach of the terms hereof.
4.2 The term "designated beneficiary" as used in this agreement shall
mean such person or persons as you designate to receive payments hereunder in
the latest written notice received by the Company from you which specifies a
person or persons as a designated beneficiary hereunder and in the absence of
such written notice shall mean your estate. Federal may conclusively rely on any
written notice specifying or changing a designated beneficiary which it believes
to be authentic.
4.3 Except as context otherwise requires, reference herein to Federal
shall include its subsidiaries and references to the Board shall include
committees thereof to the extent that any applicable powers of the Board are or
shall be delegated to any such committees.
4.4 The terms and conditions hereof shall constitute the entire
agreement between the parties and shall supersede all prior written or oral
understandings between you and Federal concerning the subject matter hereof. The
agreement may not
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be amended or altered except in writing signed by the parties and approved by a
resolution of the Board. Neither party may assign its rights hereunder without
the written consent of the other.
4.5 All notices required or permitted to be given pursuant to this
agreement shall be given in writing, if to you, then at the address set forth at
the beginning hereof or at such other address as you may specify in writing to
Federal; and, if to Federal, then to the Secretary of Federal at Federal's
corporate office. All notices shall be deemed to have been given when delivered
in person, or if mailed, 48 hours after depositing same in the United States
mail, properly addressed, and postage prepaid.
4.6 In the event that you or your designated beneficiary shall be
required to commence litigation to enforce you rights under this agreement or
otherwise your rights under this agreement shall ever be involved in any
litigation, the Company shall indemnify you or your designated beneficiary
against all costs and expenses (including attorneys fees) reasonably incurred by
you in connection with such litigation except to the extent that it is
determined by the court in such litigation that you are not entitled to such
indemnification because you breached your obligations hereunder. The Company
shall, prior to the outcome or settlement of such litigation, advance funds to
you or your designated beneficiary as you or your designated beneficiary request
for the purpose of paying your reasonable legal fees and expenses pending the
outcome or settlement of such litigation provided that, as a condition of such
advances, you or your designated beneficiary execute a written undertaking
agreeing to return to the Company all amounts so advanced together with 12% per
annum interest thereon if it is determined by the court that you are not
entitled to indemnification under this paragraph 4.6.
Very truly yours,
FEDERAL SIGNAL CORPORATION
By:
------------------------------------
Chairman of the
Compensation and Benefits Committee
Acceptance:
The foregoing terms and
conditions are accepted and
agreed to effective this _____
day of _____________, 2003
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