Exhibit (10)(iii)(A)(11)
to
Form 10-K for 1995
EMPLOYMENT AGREEMENT
This Agreement is made as of January 1, 1995 between Cincinnati Xxxx Inc.,
an Ohio corporation ("Employer" or "CBI"), and Xxxxx X. Xxxxxxxxx ("Employee").
Employee is presently employed by MATRIXX Marketing Inc. ("MATRIXX") under an
Employment Agreement dated April 30, 1990, as amended in 1991 and which expires
April 29, 1995. The purpose of this Agreement is to describe the terms of
Employee's employment with Employer on and after January 1, 1995.
Employer and Employee agree as follows:
1. EMPLOYMENT. By this Agreement, Employer and Employee set forth the
terms of Employer's employment of Employee on and after January 1, 1995.
2. PERIOD OF EMPLOYMENT. This Agreement begins on January 1, 1995 and,
subject to the terms of Section 13, will end on December 31, 1999.
3. DUTIES.
A. Employee will be the President and CEO of MATRIXX with
responsibility for the operation and management of all aspects of MATRIXX's
business. He will report to Xxxxx X. Xxxxx, Executive Vice President of CBI, or
such other officer of CBI as may be designated by the President of CBI.
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B. Employee shall furnish such managerial, executive, financial,
technical, and other skills, advice and assistance in operating MATRIXX as
Employer may request.
C. The Employee shall also perform such other duties as are assigned
to him by Employer.
D. Employee shall devote his entire time, attention, and energies to
the business of Employer. The words "entire time, attention, and energies" are
intended to mean that Employee shall devote his full effort during reasonable
working hours to the business of Employer and shall devote at least 40 hours per
week to the business of Employer. Employee shall travel to such places as are
necessary in the performance of his duties.
E. Employee presently resides in Omaha, Nebraska. Employee shall
relocate to Cincinnati, Ohio between February, 1996 and July, 1996. Employer
shall reimburse Employee for the expense of his relocation to Cincinnati, Ohio
consistent with its past practice in its prior relocation of Employee.
4. COMPENSATION.
A. Employee shall receive a base salary (the "Base Salary") of at
least One Hundred Eighty Thousand Dollars ($180,000.00) for each calendar year,
subject to proration for any partial year, during the term of this Agreement.
Such Base Salary, and any other amounts payable hereunder, shall be subject to
withholding as required by law.
B. In addition to the Base Salary, Employee shall be entitled to
receive an annual bonus (the "Bonus") for each calendar year for which services
are performed under this Agreement. Any Bonus for a calendar year shall be
payable after the conclusion of the calendar year in accordance with Employer's
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regular bonus payment policies. Employee shall be given a Bonus target of not
less than One Hundred Thousand Dollars ($100,000.00) per year by the CBI officer
to whom he reports, the actual Bonus to be based Eighty Percent (80%) on the
results of MATRIXX's earnings as compared to its earnings commitment submitted
to and approved by the Board of Directors of CBI and Twenty Percent (20%) on the
results of CBI's earnings as compared to its earnings commitment submitted to
and approved by the Board of Directors of CBI. In order to receive a bonus,
Employee must be employed by CBI for the full calendar year; provided that a
prorated Bonus may be awarded if Employee dies or becomes disabled during the
year. Employer reserves the right to change the basis for bonus incentives in
years after 1995 and to revise the bonus incentives in any year if the President
of CBI determines that an acquisition, divestiture, reorganization or other
substantial change in the business of MATRIXX or CBI warrants it; provided that
such changes in bonus incentives shall not include reductions in the amount of
the Bonus target.
C. On at least an annual basis, Employee shall receive a formal
performance review and be considered for salary and/or bonus target increases.
5. EXPENSES. All reasonable and necessary expenses incurred by Employee
in the course of the performance of his duties to Employer shall be reimbursable
in accordance with Employer's then current travel and expense policies.
6. BENEFITS.
A. In each year of this Agreement, Employee will be granted options
to purchase 15,000 common shares of CBI at the time and on the terms approved by
the Compensation Committee of CBI. All provisions of this Agreement which
relate to the terms under which stock options will be granted to Employee are
subject to approval by the Compensation Committee. Such
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options may be granted under CBI's 1988 Long Term Incentive Plan (the "1988
Plan") or similar stock option plan.
B. While Employee remains in the employ of Employer, Employee shall
continue to participate in the employee benefit plans and programs in which he
was participating under the 1990 Employment Agreement other than the Pension
Program, the Management Pension Plan and the Retirement Savings Plan. Employer
will use its best efforts to provide Employee with retirement benefits
comparable to the benefits which Employee would have been entitled to receive if
he was eligible to participate in the Management Pension Plan and the Retirement
Savings Plan. Employer shall also provide Employee with other benefits
including an automobile allowance, which are not less than those provided to
Employer's fifth level managers.
C. Employee shall receive a restricted stock award of 20,000 common
shares of CBI at the first meeting of the CBI Compensation Committee in 1995.
All provisions of this Agreement which relate to the terms under which
restricted stock will be granted to Employee are subject to approval by the
Compensation Committee. Such award shall be made under the 1988 Plan on the
terms set forth in Exhibit A. Such award shall be further subject to the terms
on the 1988 Plan.
D. While Employee remains in the employ of Employer, Employee shall
provide Employee with benefits which are at least equivalent to the benefits
Employee would have been entitled to receive under the Long Term Disability Plan
for Salaried Employees and the Sickness and Accident Disability Benefit Plan (a)
assuming that he became eligible to participate in the plans on April 30, 1990,
and (b) assuming that he was credited with 25 years of completed service as of
April 30, 1990. The benefits payable under this Section 6(D) shall be reduced
by any benefits paid under the Long Term Disability Plan for Salaried Employees
and the Sickness and Accident Disability Benefit Plan.
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E. Notwithstanding anything contained herein to the contrary, the
Base Salary and bonuses otherwise payable to Employee shall be reduced by any
benefits paid to Employee by Employer under Employer's Sickness and Accident
Disability Plan and Long Term Disability Plan for Salaried Employees or pursuant
to Section 6(D) above.
F. The Performance Awards/Deferred Compensation described in Section
7 of the 1990 Employment Agreement as such Section was amended in 1991 is
incorporated herein and made a part of this Agreement. The Performance Award
Date, as that term is defined in the 1990 Employment Agreement, shall be no
later than April 30, 1995.
7. CONFIDENTIALITY. Employer is engaged in the telecommunications
services, information services and telecommunications support services
industries within the U.S. and world wide. Employee acknowledges that in the
course of employment with the Employer, Employee will be entrusted with or
obtain access to information proprietary to the Employer and its subsidiaries
with respect to the following (all of which information is referred to
hereinafter collectively as the "Information"); the organization and management
of Employer and its subsidiaries; the names, addresses, buying habits and other
special information regarding past, present and potential customers, employees
and suppliers of Employer and its subsidiaries; customer and supplier contracts
and transactions or price lists of Employer, its subsidiaries and their
suppliers; products, services, programs and processes sold, licensed or
developed by Employer and its subsidiaries; technical data, plans and
specifications, present and/or future development projects of Employer and its
subsidiaries; financial and/or marketing data respecting the conduct of the
present or future phases of business of Employer and its subsidiaries; computer
programs, systems and/or software; ideas, inventions, trademarks, business
information, know-how, processes, improvements, designs, redesigns, discoveries
and developments of Employer and its subsidiaries; and other information
considered confidential by
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any of the Employer, it subsidiaries or customers or suppliers of Employer.
Employee agrees to retain the Information in absolute confidence and not to
disclose the Information to any person or organization except as required in the
performance of his duties for Employer, without the express written consent of
Employer.
8. NEW DEVELOPMENTS. All ideas, inventions, discoveries, concepts,
trademarks, or other developments or improvements, whether patentable or not,
conceived by Employee, alone or with others, at any time during the term of
employment, whether or not during working hours or on Employer's premises, which
are within the scope of or relates to the business operations of Employer or
Employer subsidiary work or project, present, past or contemplated, shall be and
remain the exclusive property of Employer. Employee shall, do all things
reasonably necessary to ensure ownership of such New Developments by Employer,
including the execution of documents assigning and transferring to Employer, all
of Employee's right, title and interest in and to such New Developments, and the
execution of all documents required to enable Employer to file and obtain
patents, trademarks and copyrights in the United States and foreign countries on
any of such New Developments.
9. SURRENDER OF MATERIAL UPON TERMINATION. Employee hereby agrees that
upon cessation of his employment, for whatever reason and whether voluntary or
involuntary, he will immediately surrender to Employer all of the property and
other things of value in his possession or in the possession of any person or
entity under his control that are the property of Employer or any of its
subsidiaries, including without limitation all personal notes, drawings,
manuals, documents, photographs, or the like, including copies and derivatives
thereof, relating directly or indirectly to any confidential information or
materials or New Developments, or relating directly or indirectly to the
business of Employer or any of its subsidiaries.
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10. REMEDIES. Employer and Employee hereby acknowledge and agree that the
services rendered by Employee to Employer, the information disclosed to Employee
during and by virtue of his employment, and Employee's commitments and
obligations to Employer and its subsidiaries herein are of a special, unique and
extraordinary character, and that the breach of any provision of this Agreement
will cause the non-breaching party irreparable injury and damage, and
consequently the non-breaching party shall be entitled to, in addition to all
other remedies available to it, injunctive and equitable relief to prevent a
breach of this Agreement, or any part of it, and to secure the enforcement of
this Agreement.
11. COVENANT NOT TO COMPETE. During the three year period following
termination of Employee's employment with CBI for any reason (or if this period
is unenforceable by law, then for such period as shall be enforceable) Employee
will not engage in any business offering services related to the current
business of Employer or any of its subsidiaries in any capacity which requires
or utilizes the skill, training and knowledge acquired by Employee while
employed by Employer, whether such capacity be as a principal, partner, joint
venturer, agent, employee, salesman, consultant, director or officer, where such
position would involve Employee in any business activity in competition with
Employer or any of its subsidiaries. This restriction will be limited to the
geographical area where Employer or any of its subsidiaries is then engaged in
such competing business activity or to such other geographical area as court
shall find reasonably necessary to protect the goodwill and business of
Employer.
During the three year period following termination of Employee's
employment by CBI for any reason (or if this period is unenforceable by law,
then for such period as shall be enforceable) Employee will not interfere with
or adversely affect, either directly or indirectly, Employer's or Employer's
subsidiaries' relationships with any person, firm, association, corporation or
other entity which is known by Employee to be, or is included on any listing to
which Employee had access during the course of employment as a customer, client,
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supplier, consultant or employee of Employer or any of its subsidiaries and that
Employee will not divert or change, or attempt to divert or change, any such
relationship to the detriment of Employer or any of its subsidiaries or to the
benefit of any other person, firm, association, corporation or other entity.
Employer will not, during or at any time after the termination of
Employee's employment with CBI, induce or seek to induce, any other employee of
Employer or any of its subsidiaries to terminate his or her employment
relationship with Employer or the subsidiary which employs such other employee.
12. GOODWILL. Employee will not disparage or act in any manner, directly
or indirectly, which may damage the business of Employer or any of its
subsidiaries or which would adversely affect the goodwill, reputation, and
business relationships of Employer or any of its subsidiaries with the public
generally, or with any of their customers, suppliers or employees.
13. TERMINATION.
A.(i) Employer or Employee may terminate this Agreement upon
Employee's failure or inability to perform the services required hereunder
because of any physical or mental infirmity for which Employee receives
disability benefits under Employer's Sickness and Accident Disability Benefit
Plan and/or Employer's Long Term Disability Plan for Salaried Employees as the
case may be (the "Plans"), over a period of one hundred twenty consecutive
working days during any twelve consecutive month period (a "Terminating
Disability").
(ii) If Employer or Employee elects to terminate this Agreement in the
event of a Terminating Disability, such termination shall be effective
immediately upon the giving of written notice by the terminating party to the
other.
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(iii) Upon termination of this Agreement on account of Terminating
Disability, Employer shall pay Employee his accrued compensation hereunder,
whether Base Salary or otherwise (subject to offset for any amounts received
pursuant to the Plans), to the date of termination. For as long as such
Terminating Disability may exist, Employee shall continue to be an employee of
Employer for all other purposes and Employer shall provide Employee with
disability benefits and all other benefits according to the provisions of the
Plans and any other Employer plans in which Employee is then participating.
(iv) If the parties elect not to terminate this Agreement upon an event
of a Terminating Disability and Employee returns to active employment with
Employer prior to such a termination, or if such disability exists for less
than one hundred twenty consecutive working days, the provisions of this
Agreement shall remain in full force and effect.
B. This Agreement terminates immediately and automatically on the
death of Employee, provided, however, that the Employee's estate shall be paid
Employee's accrued compensation hereunder, whether Base Salary or otherwise, to
the date of death.
C. Employer may terminate this Agreement immediately in the event
that Employee is wilfully negligent in the performance of his duties or breaches
Section 21 of this Agreement, or in the event of Employee's conviction of a
criminal act.
D. Employer may terminate this Agreement upon 60 days written notice
for any reason other than those set forth in Section 13.A, B. or C. In the
event of a Termination under this Section 13.D., Employer shall pay Employee an
amount equal to two times the Base Salary as it exists at the time of
termination or, if less, such Base Salary for the remaining term of this
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Agreement (but not less than one year's Base Salary) and all other accrued
compensation. Notwithstanding the terms of the Restricted Stock Award: if the
termination occurs before December 31, 1997, the restrictions on a proportionate
number of 12,000 of the restricted shares awarded Employee under Section 6.C.
shall lapse based on the portion of the period from January 1, 1995 to December
31, 1997 during which Employee was employed by Employer; if the termination
occurs in 1998 before December 31, 1998, the restrictions on a proportionate
number of 4,000 of the restricted shares awarded Employee under Section 6.C.
shall lapse based on the portion of the period from January 1, 1998 to December
31, 1998 during which Employee was employed by Employer; and if the termination
occurs in 1999 before December 31, 1999, the restrictions on a proportionate
number of 4,000 of the restricted shares awarded Employee under Section 6.C.
shall lapse based on the portion of the period from January 1, 1999 to December
31, 1999 during which Employee was employed by Employer.
E. If Employee resigns while employed under this Agreement and
within 90 days after a Change in Control of CBI or MATRIXX, this Agreement shall
thereupon terminate. During such 90 day period, Employer shall have no right
under Section 13.C. to terminate Employee without cause. In the case of CBI,
"Change in Control" means a change in control as defined in the 1988 Plan. In
the case of MATRIXX, "Change in Control" means a change of ownership in which
CBI ceases to own, directly or indirectly, fifty-one percent (51%) of the voting
control of MATRIXX or a change in which substantially all of the assets of
MATRIXX are sold to another company in which CBI does not own, directly or
indirectly, fifty-one percent (51%) of the voting control. Employer or any
successor of Employer shall pay Employee an amount equal to 2.99 times the Base
Salary as it exists at the time of termination. In the event of a Change in
Control of CBI or MATRIXX while Employee is employed under this Agreement, the
stock options granted Employee under Section 6.A. shall become immediately
exercisable and the restrictions applicable to the restricted stock granted
Employee under Section 6.C. shall immediately lapse.
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F. Upon Termination of this Agreement as a result of an event of
termination described in this Section 13 and except for Employer's payment of
the required payments under this Section 13, all further compensation under this
Agreement shall terminate; provided, however, that all qualified deferred
compensation which Employee may be entitled to receive pursuant to any of
Employer's pension or profit sharing plans in which Employee may participate
during Employee's employment with Employer shall be paid pursuant to the
provisions of such plans at such times as any such amounts become payable to
Employee. It is further understood that for purposes of this Section 13, the
term "accrued compensation" shall include all non-qualified deferred
compensation, of whatever type or form, either previously granted to Employee by
Employer or otherwise earned or received by Employee.
G. The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 7, 8, 9, 10, 11,
and 12 hereof, the terms of which shall survive the termination of this
Agreement.
14. ASSIGNMENT. As this is an agreement for personal services involving
a relation of confidence and trust between Employer and Employee, all rights and
duties of Employee arising under this Agreement, and the Agreement itself, are
nonassignable by Employee.
15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing, and if delivered personally or by
certified mail to Employee at his place of residence as then recorded on the
books of Employer or to Employer at its principal office.
16. WAIVER. No waiver or modification of this Agreement or the terms
contained herein shall be valid unless in writing and duly executed by the party
to be charged therewith. The waiver by any party hereto of a breach of any
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provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Ohio
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to Employee's employment by Employer on and after January
1, 1995. It supersedes and replaces all other contracts, agreements or
understandings, whether oral or written, existing between them, except for any
matters contained or referred to in this Agreement.
19. SEVERABILITY. In case any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or other unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions have never been contained herein.
20. SUCCESSOR AND ASSIGNS. Subject to the requirements of Paragraph
14 above, this Agreement shall be binding upon Employee, Employer and Employer's
successors and assigns.
21. CONFIDENTIALITY OF AGREEMENT TERMS. The terms of this Agreement
shall be held in strict confidence by Employee and shall not be disclosed by
Employee to anyone other than Employee's spouse and his legal counsel. Further,
Employee shall not discuss the terms of this Agreement with anyone other than
the CBI officer to whom Employee reports, the President of CBI and any other
person to whom the President of CBI has granted access to the terms of this
Agreement. Breach of this term of the Agreement shall be grounds for dismissal
with cause under Section 13(C) of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
EMPLOYEE CINCINNATI XXXX INC.
/s/ Xxxxx X. Xxxxxxxxx By /s/ Xxxxx X. Xxxxx
----------------------------------- -------------------------------
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EXHIBIT A
RESTRICTED STOCK AWARD
UNDER THE PROVISIONS OF
THE CINCINNATI XXXX INC.
1988 LONG TERM INCENTIVE PLAN
NAME OF EMPLOYEE
--------------------------------------
AWARD DATE:
------------------------------------------
NUMBER OF RESTRICTED SHARES: 20,000
-------------------------
Pursuant to the provisions of the Cincinnati Xxxx Inc. 1988 Long Term
Incentive Plan (the "Plan"), a copy of which has been delivered to you, the
Compensation Committee of the Board of Directors of Cincinnati Xxxx Inc. (the
"Compensation Committee") has granted you an award of 20,000 common shares, par
value $1.00 per share, of Cincinnati Xxxx Inc. (the "Shares"), on and subject to
the terms of the Plan and your agreement to the following terms, conditions and
restrictions.
1. SECURITIES SUBJECT TO THIS AGREEMENT. This Agreement is made with
respects to the Shares and any securities (including additional common shares of
Cincinnati Xxxx Inc. (the "Company") issued in respect of the Shares, whether by
way of a share dividend, a share split, any reorganization or recapitalization
of the Company or its stock or any merger, exchange of securities or like event
or transaction as the result of which any security or securities of any kind are
issued to you by reason of your ownership of the Shares. Reference herein to
the Shares shall include any such securities issued in respect of the Shares.
2. RIGHTS OF OWNERSHIP. Except for the Restrictions (as defined in
Section 3 hereof) and subject to the provisions regarding forfeiture set forth
in Section 8 hereof, you are the record and beneficial owner of the Shares, with
all rights and privileges (including but not limited to the right to vote, to
receive dividends and to receive distributions upon liquidation of the Company)
appertaining thereto.
3. RESTRICTIONS. Neither the shares nor any interest therein may be
transferred or conveyed by you in any manner whatsoever, whether or not for
consideration (the "Restrictions"), except upon the passage of time or
occurrence of events as specified in Section 4, 5, 6 and 7 hereof.
4. LAPSE. The Restrictions shall lapse and be of no further force and
effect as to 12,000 shares on December 31, 1997, as to an additional 4,000
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shares on December 31, 1998, and as to the remaining 3,000 shares on
December 31, 1999.
5. TERMINATION OF RESTRICTIONS - DEATH. In the event of your death while
employed by the Company or any of its subsidiaries and on or prior to December
31, 1999, the Restrictions shall terminate and be of no further force or effect,
effective as of the date of death, with respect to the number of Shares (rounded
up to the nearest whole Share) that bears the same ratio to the total number of
Shares as the number of days from the Date of Grant of the then restricted
Shares through the date of your death bears to the number of days from the Date
of Grant to December 31, 1999. Any Shares which remain subject to the
Restrictions after the calculations prescribed in the preceding sentences shall
be forfeited to the Company as of your date of death. Upon the Restrictions
terminating with respect to certain Shares, the executor, administrator or other
personal representative of your estate, or the trustee of any trust becoming
entitled thereto be reason of your death, may transfer the unrestricted Shares
to any person or persons entitled thereto under your will or under your trust or
other instrument (or in the absence of any will under the laws of descent and
distribution) governing the distribution of your estate in the event of your
death.
6. TERMINATION OF RESTRICTIONS - DISABILITY. If you (a) shall become
disabled and as a result thereof cease to be an employee of the Company or any
of its subsidiaries under and pursuant to applicable disability provisions of
any employment contract to which you and the Company or any of its subsidiaries
are parties or, (b) shall become disabled to such extent that you are unable to
perform the usual duties of your job for a period of 12 consecutive weeks or
more and if as the result thereof the Compensation Committee approves the
termination of your employment within 12 months following the first day of the
12 consecutive week period on terms that include the right to transfer the
Shares free of the Restrictions, then and in either such event the Restrictions
shall terminate and be of no further force and effect as of the date you cease
to be an employee in the same manner as prescribed in the event of death
outlined in Section 5 above.
7. CHANGE IN CONTROL. In the event of a Change in Control of
_____________________ (the "Subsidiary") while you are employed by the Company
or any of its subsidiaries and on or prior to December 31, 1999, and
Restrictions which have not previously lapsed shall terminate and be of no
further force or effect as of the date of the Change of Control. For purposes
hereof, "Change of Control" means a change of ownership in which the Company
ceases to own, directly or indirectly, 51% of the voting control of the
Subsidiary or a change in which substantially all of the assets of the
Subsidiary are sold to another company in which the Company does not own,
directly or indirectly, 51% of the voting control.
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8. FORFEITURE. If you cease to be an employee of the Company or any of
its subsidiaries, except as provided in Section 4, 5, 6 and 7 hereof, any Shares
which remain subject to the Restrictions of the date such employment terminates
shall be at once forfeited to the Company as of the date of such termination of
employment (the "Forfeiture Date"). Upon such forfeiture all of your rights in
respect of such Shares shall cease automatically and without further action by
the Company or you. For the purpose of giving effect to this provision, you
have executed and delivered to the Company a stock power with respect to each
certificate evidencing any of the Shares, thereby assigning to the Company all
of your interest in the Shares. By the execution and delivery of this
Agreement, you authorize and empower the Company, in the event of a forfeiture
of any of the Shares under this Section 8 to (i) date (as of the Forfeiture
Date) those stock powers relating to Shares that remain subject to the
Restrictions as of the Forfeiture Date and (ii) present such stock powers and
the certificates to which they relate to the Company's transfer agent or other
appropriate party of the sole purpose of transferring the forfeited Shares to
the Company.
9. MATTERS RELATING TO CERTIFICATES.
(a) Upon their issuance, the certificates representing the Shares
shall be deposited with the Secretary of the Company and shall be released to
you only pursuant to the provisions of this Section 9.
(b) Each certificate for Shares issued to you in accordance with this
Agreement shall bear the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A
RESTRICTED STOCK AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF AND
CINCINNATI XXXX INC., DATED AS OF ___________________, 1995 AND MAY NOT BE
TRANSFERRED BY THE HOLDER, EXCEPT AS PROVIDED BY THE TERMS OF SUCH
AGREEMENT, A COPY OF WHICH IS ON DEPOSIT WITH THE SECRETARY OF CINCINNATI
XXXX INC. AND WHICH WILL BE MAILED TO A SHAREHOLDER OF CINCINNATI XXXX INC.
WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST."
Upon the lapse or termination of the Restrictions as to any Shares, the
certificate evidencing such Shares shall be promptly presented to the Company's
transfer agent or other appropriate party with instructions to cause such
certificate to be reissued, to the extend appropriate, in your name and without
the foregoing legend. Any shares evidenced by such certificate which remain
subject to the Restrictions shall be evidenced by a new certificate, bearing the
foregoing legend, which shall be returned to the Company. Upon the lapse or
termination of the Restrictions as to any Shares, the stock power or powers held
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by the Company with respect to such Shares shall be surrendered to you (in
exchange, if applicable, for a stock power relating to any Shares which remain
subject to the Restrictions).
10. INTERPRETATION. You acknowledge that the Compensation Committee has
the authority to construe and interpret the terms of the Plan and Agreement if
and when any questions of meaning arises under the Plan or this Agreement, and
any such construction or interpretation shall be binding on you, your heirs,
executors, administrators, personal representatives and any other persons having
or claiming to have an interest in the Shares.
11. WITHHOLDING. In connection with the award of Shares to you and any
dividend payments made while such Shares remain subject to restrictions
hereunder, the Company will withhold or cause to be withheld from your salary
payments such amounts of tax as such times as may be required by law to be
withheld with respect to the Shares and/or dividends, provided that if your
salary is not sufficient for such purpose, you shall remit to the Company, on
request, the amount required for such withholding taxes. Within 45 days after
issuance of the certificates representing the Shares, you shall advise the
Company in writing whether or not you have made an election, under Section 83(b)
of the Internal Revenue Code of 1986, to include the fair market value of the
Shares in your gross income for the calendar year in which the certificates are
issued.
12. NOTICES. All notices and other communications to be given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
personally or when deposited in the United States mail, first class postage
prepaid, and addressed as follows:
TO THE COMPANY: Cincinnati Xxxx Inc.
000 Xxxx Xxxxxx Xxxxxx, Xx. 000-000
Xxxxxxxxxx, Xxxx 00000
Att: Secretary of the Compensation Committee
TO THE EMPLOYEE: _____________________________________
_____________________________________
_____________________________________
or to any other address as to which notice has been given in the manner herein
provided.
13. MISCELLANEOUS. This Agreement shall be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns. Subject to the provisions of the Plan,
the Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and shall be construed and interpreted in
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accordance with the laws of the State of Ohio. This Agreement may not be
amended except in a writing signed by each of the parties hereto. If any
provisions of this Agreement shall be deemed to be invalid or void under any
applicable law, the remaining provisions hereof shall not be affected thereby
and shall continue in full force and effect.
Please indicate your acceptance by signing at the place provided and returning
this Agreement.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
CINCINNATI XXXX INC.
Dated: By:
----------------------- ----------------------------------------
Senior Vice President-Administration
Dated: By:
----------------------- ----------------------------------------
Accepted and Agreed
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