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AGREEMENT
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AGREEMENT made this 25th day of April, 1996, by and between XXXXX
INDUSTRIES, INC., an Ohio corporation ("Employer"), and Xxxxxx X. Xxxxxxx
("Employee").
R E C I T A L S
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A. Employee has been employed by Employer for many years and
Employee's experience and knowledge of the affairs of Employer are extremely
valuable to Employer.
B. Employer desires Employee to remain in its service and wishes to
receive the benefit of Employee's knowledge, experience, reputation and
contacts.
C. Employer desires to provide additional compensation to Employee
which does not involve any election by Employee to reduce Employee's current
compensation or to forego any increase in future compensation or to defer
receipt of any compensation to which Employee might otherwise be entitled.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the parties hereto, intending to be legally bound, mutually agree
as follows:
1. CONTINUATION OF ACTIVE EMPLOYMENT. Employee currently plans to
continue in the employ of Employer. This Agreement shall not alter the
existing terms of such employment or any future revision thereof with Employer
or any successor of Employer.
2. PAYMENTS UPON TERMINATION OF ACTIVE EMPLOYMENT. At any time after
the date of this Agreement, Employee may terminate Employee's active
employment with Employer without prejudice to Employee's rights under this
Agreement. If Employee becomes totally and permanently disabled while actively
employed by the Employer, he shall be deemed to have terminated his employment
as of the date of such total and permanent disability. Commencing with the
first day of the first month following the date of such termination, Employer
shall pay to Employee the sum of Six Thousand Two Hundred Fifty and 00/100
Dollars ($6,250.00) per month for a period of ten (10) years. If employee dies
before the expiration of the payment period, then said monthly payments after
Employee's death and during the remaining term of the payment period, shall be
made by Employer to Xxxxx Xxxxxxx, Employee's surviving spouse, until her
death or the balance of the original ten (10) year period, whichever date is
first in time.
3. DEATH PRIOR TO TERMINATION OF ACTIVE EMPLOYMENT. If Employee
continues to be employed by Employer and dies prior to termination of active
employment with Employer, then Employer shall pay to Employee's spouse, Xxxxx,
the sum of Six Thousand Two Hundred Fifty and 00/100 Dollars ($6,250.00) per
month for a period of ten (10) consecutive years.(1) The first such monthly
payment is to be made on the first day of the first month after such death of
Employee.
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(1) or her demise, whichever is first in time.
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4. ASSIGNABILITY. Except to the extent that this provision may be
contrary to law, no assignment, pledge, collateralization, hypothecation or
attachment of any of the benefits under this Agreement shall be valid or
recognized by Employer.
5. FACILITY OF PAYMENTS. If Employee shall, in the sole opinion of
Employer, be physically or mentally incapacitated to receive or properly
receipt for such payments, Employer may make such payments to any member of
the family of Employee for the use and benefit of Employee or to any person or
institution providing care for Employee; and all payments so made by Employer
shall, to the amounts thereof, fully discharge and acquit Employer.
6. EMPLOYMENT RIGHTS. This Agreement creates no obligation of
Employer to employ Employee for any specific length of time and creates no
obligation of Employee to continue in Employer's employ for any specific
length of time. Further, this Agreement does not create any other rights in
Employee or obligations on the part of Employer, except those set forth in
this Agreement. However, this Agreement shall in no way limit or modify any
other agreement between Employee and Employer (or any successor )but in no
event shall any such agreement limit the obligations of Employer hereunder.
7. ACCELERATION OF BENEFIT PAYMENTS. Employer hereby reserves the
right to accelerate the payment of any sums required to be paid by it pursuant
hereto without the consent of Employee or his spouse.
8. FILING. The parties hereto acknowledge that a statement concerning
this Agreement must be filed with the Department of Labor and Employer agrees
to prepare and file such statement.
9. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to be benefit of the successors and assigns of the Employer.
10. LAW GOVERNING. This Agreement shall be governed by the laws of
the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
XXXXX INDUSTRIES, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
"EMPLOYER"
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
"EMPLOYEE"
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