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EXHIBIT 10.71
EMPLOYMENT AGREEMENT
This Agreement is made this 1st day of January, 2001, by and between
AMETEK, Inc., a Delaware corporation, with its principal offices at 00 Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 0, X.X. Xxx 0000, Xxxxx, Xxxxxxxxxxxx 00000-0000 (the
"Company"), and Xxxxxx X. Xxxxxxxx, an individual residing at 00000 Xxxxxxxx
Xxxxx, Xxxxxx, Xxxxxxx 00000 ("Xx. Xxxxxxxx").
WITNESSETH:
WHEREAS, Xx. Xxxxxxxx was formerly Chief Executive
Officer through September 14, 1999 and Chairman of the Board through December
31, 2000; and
WHEREAS, the Company desires that Xx. Xxxxxxxx shall
continue to provide services to the Company as a non-executive employee from
January 1, 2001 to December 15, 2001 at which time his employment will
terminate; and
WHEREAS, the Company desires to enter into a non-compete
arrangement with Xx. Xxxxxxxx during his period of employment and for the four
years following his termination of employment;
NOW, THEREFORE, In consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Term. The Company hereby continues the employment of Xx. Xxxxxxxx as
a non-executive employee of the Company, and Xx. Xxxxxxxx agrees to serve the
Company as such, upon the terms and conditions hereof for the period commencing
on January 1, 2001, until December 15, 2001 (the "Employment Period"), at which
time his employment will terminate.
2. Duties. Xx. Xxxxxxxx agrees that he will work on special projects
and provide advice to executive management relating to certain business matters
of the Company.
3. Compensation. The Company will pay Xx. Xxxxxxxx for all services to
be rendered by Xx. Xxxxxxxx hereunder a salary of $8,246.00/month ($99,000/year)
for the Employment Period in accordance with the customary payroll practices of
the Company.
4. Expenses. Xx. Xxxxxxxx shall be entitled to reimbursement by the
Company, in accordance with the Company's policies, against appropriate vouchers
or other receipts for authorized travel, entertainment and other business
expenses reasonably incurred by him in the performance of his duties hereunder.
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5. Benefits. (a) During the Employment Period, Xx. Xxxxxxxx will
continue to participate in all non-executive plans and benefits in which he was
a participant prior to January 1, 2001.
(b) The Company shall provide to Xx. Xxxxxxxx, at the
expense of the Company, continued use of his current leased automobile, for use
by Xx. Xxxxxxxx in connection with the performance of his duties hereunder for
the Employment Period.
(c) The Company shall provide Xx. Xxxxxxxx with the tax
preparation services of Ernst & Young LLP for the Employment Period.
(d) Xx. Xxxxxxxx will continue to be covered under the
terms of the AMETEK, Inc. Supplemental Senior Executive Death Benefit.
6. Withholding. All payments required to be made by the Company
hereunder to Xx. Xxxxxxxx shall be subject to the withholding of such amounts
relating to taxes and other governmental assessments as the Company may
reasonably determine it should withhold pursuant to any applicable law, rule or
regulation.
7. Non-Competition; Solicitation. (a) Xx. Xxxxxxxx agrees that during
his continued employment with the Company and for the four years following his
termination of employment (the Non-Competition Period"), he will not, without
the written consent of the Company, directly or indirectly, either individually
or as an employee, agent, partner, shareholder, consultant, option holder,
lender of money, guarantor or in any other capacity, participate in, engage in
or have a financial interest or management position or other interest in any
business, firm, corporation or other entity if it competes with any business
operation conducted by the Company or its subsidiaries or affiliates or any
successor or assign thereof, nor will he solicit any other person to engage in
any of the foregoing activities. The foregoing provisions of this Section 7(a)
will not prohibit the ownership by Xx. Xxxxxxxx of 1% or less of any class of
outstanding securities of a company, the securities of which are listed on a
national securities exchange or which has 1,000 or more shareholders.
(b) Xx. Xxxxxxxx will not, at any time during the Non-Competition
Period, solicit (or assist or encourage the solicitation of) any employee of the
Company or any of its subsidiaries or affiliates to work for Xx. Xxxxxxxx or for
any business, firm, corporation or other entity in which Xx. Xxxxxxxx, directly
or indirectly, in any capacity described in Section 7(a) hereof, participates or
engages (or expects to participate or engage) or has (or expects to have) a
financial interest or management position.
(c) If any of the covenants contained in subsection (a) or (b) of this
Section 7 is held by a court of competent jurisdiction to be unenforceable
because of the duration of such provision, the activity limited by or the
subject of such provision and/or the area covered thereby, then the court making
such determination will construe such restriction
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so as to thereafter be limited or reduced to be enforceable to the greatest
extent permissible by applicable law.
(d) In consideration of Xx. Xxxxxxxx'x covenants and agreements
under this Section 7, the Company will pay to Xx. Xxxxxxxx the sum of $125,000
per year, payable on a quarterly basis, commencing with the first quarter of
2002 and ending with the last quarter of 2005.
(e) The rights and obligations of the parties under this Section 7
will remain in full force and effect until fully performed. Accordingly, to the
extent required, this Section 7 will survive any earlier termination of this
Agreement.
8. Death. Upon the death of Xx. Xxxxxxxx during the term of this
Agreement, this Agreement will terminate. Xx. Xxxxxxxx'x estate will be entitled
to receive (a) any earned and unpaid salary accrued through the date of
termination, (b) any remaining non-compete payments provided under Section 7,
and (c) subject to the terms thereof, any benefits which may be due to Xx.
Xxxxxxxx on the date of termination under the provisions of any employee benefit
plan, program or policy in which he participates.
9. Trade Secrets, Etc. Xx. Xxxxxxxx agrees that he will not, during
or after the termination of this Agreement, divulge, furnish or make accessible
to any person, firm, corporation or other business entity, any information,
trade secrets, technical data or know-how relating to the business, business
practices, methods, products, processes, equipment, clients' prices or other
confidential or secret aspect of the business of the Company and/or any
subsidiary or affiliate, except as may be required in good faith in the course
of his employment with the Company or by law, without the prior written consent
of the Company, unless such information will become public knowledge (other than
by reason of Xx. Xxxxxxxx'x breach of the provisions hereof).
10. Acceptance by Xx. Xxxxxxxx. Xx. Xxxxxxxx accepts all of the
terms and provisions of this Agreement and agrees to perform all of the
covenants on his part to be performed hereunder.
11. Equitable Remedies. Xx. Xxxxxxxx acknowledges and agrees that
any breach of this Agreement is likely to result in irreparable injury to the
Company, that monetary damages will be an inadequate remedy of such breach and
that, accordingly, in addition to any other remedy that the Company may have,
the Company will be entitled to enforce the specific performance of this
Agreement and to seek both permanent and temporary injunctive relief in the
event of any breach hereof.
12. Entire Agreement. This Agreement constitutes the entire
Agreement between the parties hereto, and there are no other terms other than
those contained herein. No variation hereof will be deemed valid unless in
writing and signed by the parties hereto, and no discharge of the terms hereof
will be deemed valid unless by full performance of the parties hereto or by a
writing signed by the parties hereto. No
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waiver by the Company, or any breach by Xx. Xxxxxxxx of any provision or
condition of this Agreement by him to be performed, will be deemed a waiver of a
breach of a similar or dissimilar provision or condition at the same time or any
prior or subsequent time.
13. Severability. In case any provision in this Agreement is
declared invalid, illegal or unenforceable by any court of competent
jurisdiction, the validity and enforceability of the remaining provisions will
not in any way be affected or impaired thereby.
14. Notices. All notices, requests, demands and other communications
provided for by this Agreement will be in writing and will be deemed to have
been given at the time when mailed in the United States enclosed in a registered
or certified post-paid envelope, return receipt requested, and addressed to the
addresses of the respective parties stated below or to such changed addresses as
such parties may fix by notice:
To the Company:
Xx. Xxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
AMETEK, Inc.
00 Xxxxx Xxxxxx Xxxx
Xxxxxxxx 0
X.X. Xxx 0000
Xxxxx, XX 00000-0000
To Xx. Xxxxxxxx:
Xx. Xxxxxx X. Xxxxxxxx
00000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
provided, however, that any notice of change of address will be effective only
upon receipt.
15. Successors and Assigns. This Agreement is personal in its nature
and neither of the parties hereto will, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder (except for an
assignment or transfer by the Company to a successor as contemplated by the
following proviso); provided, however, that the provisions hereof will inure to
the benefit of, and be binding upon, any successor of the Company, whether by
merger, consolidation, transfer of all or substantially all of the assets of the
Company, or otherwise, and upon Xx. Xxxxxxxx, his heirs, executors,
administrators and legal representatives.
16. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect
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to principles of conflict of laws. Xx. Xxxxxxxx irrevocably submits to the
jurisdiction of, and agrees that any suit, action or other proceeding arising
out of this Agreement will be brought only in, the state and federal courts
located in Pennsylvania.
17. Headings. The headings in this Agreement are for convenience of
reference only and will not control or affect the meaning or construction of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunder set their
hands and seals the day and year first above written.
AMETEK, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Chairman of the Board &
Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
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