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EXHIBIT 10.11
ELECTROGLAS, INC.
EMPLOYMENT AND CONSULTING AGREEMENT
This Employment and Consulting Agreement (the "Agreement") is
entered into by and between Electroglas, Inc., a Delaware corporation
("Company"), and Xxxx X. Xxxxx ("Xxxxx"), and was approved by the Board of
Directors on July 23, 1996.
RECITALS
X. Xxxxx is currently employed by the Company and serves as
Chairman of its Board of Directors.
X. Xxxxx desires to reduce his time commitment to the Company.
C. The Company desires to retain the services of Bonke as an
employee/consultant through 1997, subject to the mutual agreement of Bonke and
the Company.
Accordingly, the parties agree as follows:
AGREEMENT
1. CONTINUED EMPLOYMENT. Bonke shall continue as an
employee/consultant of the Company through December 31, 1997. During such
period, he shall continue to serve as an advisor to the Chief Executive Officer.
He shall not be required to devote his full time to the affairs of the Company.
2. SALARY, BONUS, BENEFITS, ETC. Bonke's salary shall continue
at the annual rate of $278,000 through December 31, 1996. Thereafter, Bonke's
salary shall be at the monthly rate of $25,000 through June 30, 1997.
Thereafter, Bonke's salary will terminate unless Bonke remains as Chairman of
the Board and/or enters into a definitive consultancy agreement with the
Company, in such instance(s) the parties will agree to appropriate compensation.
Bonke shall not be eligible to receive an incentive
bonus for 1996, or thereafter.
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Bonke shall continue to receive all benefits
currently received by him, or made available to executive officers on or after
the date hereof, until December 31, 1997.
3. CONTINUED SERVICE AS CHAIRMAN OF THE BOARD. Bonke shall
continue to serve as Chairman of the Board of the Company, with the consent of
the Board. Bonke may resign as Chairman at any time.
4. RETIREMENT. Bonke shall retire from the Company on January
1, 1998, which shall be his retirement date for purposes of all stock option
agreements and other arrangements between Bonke and the Company. Bonke shall be
entitled to receive any applicable company executive officer retirement
benefits.
5. NOTICES. All notices or other communications required or
permitted hereunder shall be made in writing and shall be deemed to have been
duly given if delivered by hand or mailed, postage prepaid, by certified or
registered mail, return receipt requested, and addressed to the Company at:
Electroglas, Inc.
0000 Xxxxxxx Xxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
and to Bonke at:
00000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
6. ENTIRE AGREEMENT. The terms of this Agreement are intended
by the parties to be the full and final expression of their agreement with
respect to Bonke's relationship with the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend
that this Agreement shall constitute the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement.
Except as set forth herein, this Agreement fully supersedes any prior oral or
written employment or consulting agreements between Bonke and the Company. The
Change of Control Agreement between Bonke and the company, dated June 9, 1995,
shall be applicable to this Agreement.
7. AMENDMENTS; WAIVERS. This Agreement may not be modified or
amended, except by an instrument in writing, signed by Bonke and by a duly
authorized representative of the Company. By an instrument in writing similarly
executed, either party may waive compliance by the other party with any
provision of this Agreement that such other party was or is
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obligated to comply with or perform, provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, or power
provided herein or by law or in equity.
8. SEVERABILITY; ENFORCEMENT. If any provision of this
Agreement, or the application thereof to any person, place, or circumstance,
shall be held by a court of competent jurisdiction to be invalid, unenforceable,
or void, the remainder of this Agreement and such provisions as applied to other
persons, places, and circumstances shall remain in full force and effect.
9. GOVERNING LAW. Subject to Section 8, the validity,
interpretation, enforceability, and performance of this Agreement shall be
governed by and construed in accordance with the law of the State of
California.
The parties have duly executed this Agreement as of the 23rd
of July, 1996.
ELECTROGLAS, INC. XXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx
------------------------------- -----------------------------------
Title: Chief Executive Officer
