EXHIBIT 10.34
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into this 1st day of
March, 1999, by and between Xxxxxxxx Corporation, a Missouri corporation
("Xxxxxxxx"), and Xxxxxx X. Xxxx, an individual ("Employee").
WHEREAS, Angelica wishes to employ Employee as Vice President,
General Counsel and Secretary of Angelica and Employee wishes to accept
employment as such, in accordance with the terms and conditions set
forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
(a) "ANNUAL BASE SALARY" means the base salary
set forth in Section 2.3 of this Agreement, as
it shall be increased from time to time in the
discretion of the Board or the Compensation and
Organization Committee of the Board.
(b) "BOARD" means the Board of Directors of
Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual,
entity or group, or a Person (within
the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) of
ownership of 20% or more of either
(a) the then outstanding shares of
common stock of Xxxxxxxx (the
"Outstanding Xxxxxxxx Common Stock")
or (b) the combined voting power of
the then outstanding voting
securities of Xxxxxxxx entitled to
vote generally in the election of
directors (the "Outstanding Xxxxxxxx
Voting Securities"); or
(ii) Individuals who, as of the date
hereof, constitute the Board (the
"Incumbent Board") cease for any
reason to constitute at least a
majority of the Board; provided,
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however, that any individual
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becoming a director subsequent to
the date hereof whose election, or
nomination for election by
Angelica's stockholders, was
approved by a vote of at least a
majority of the directors then
comprising the Incumbent Board shall
be considered as though such
individual were a member of the
Incumbent Board, but excluding, as a
member of the Incumbent Board, any
such individual whose initial
assumption of office occurs as a
result of either an actual or
threatened election contest (as such
terms are used in Rule l4a-11 of
Regulation l4A promulgated under the
Exchange Act) or other actual or
threatened solicitation of proxies
or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the stockholders of
Xxxxxxxx of a reorganization, merger
or consolidation, in each case,
unless, following such
reorganization, merger or
consolidation, (a) more than 50% of,
respectively, the then outstanding
shares of common stock of the
corporation resulting from such
reorganization, merger or
consolidation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors is then beneficially
owned, directly or indirectly, by
all or substantially all of the
individuals and entities who were
the beneficial owners, respectively,
of the Outstanding Xxxxxxxx Common
Stock and Outstanding Xxxxxxxx
Voting Securities immediately prior
to such reorganization, merger or
consolidation in substantially the
same proportions as their ownership,
immediately prior to such
reorganization, merger or
consolidation, of the Outstanding
Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting
Securities, as the case may be,
(b) no Person beneficially owns,
directly or indirectly, 20% or more
of, respectively, the then
outstanding shares of common stock
of the corporation resulting from
such reorganization, merger or
consolidation or the combined voting
power of the then outstanding voting
securities of such corporation,
entitled to vote generally in the
election of directors and (c) at
least a majority of the members of
the board of directors of the
corporation resulting from such
reorganization, merger or
consolidation were members of the
Incumbent Board at the time of the
execution of the initial agreement
providing for such reorganization,
merger or consolidation; or
(iv) Approval by the stockholders of
Xxxxxxxx of (a) a complete
liquidation or dissolution of
Xxxxxxxx or (b) the sale or other
disposition of all or substantially
all of the assets of Xxxxxxxx, other
than to a corporation, with respect
to which following such sale or
other disposition, (1) more than 50%
of, respectively, the then
outstanding shares of common stock
of such corporation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors is then beneficially
owned, directly or indirectly, by
all or substantially all of the
individuals and entities who were
the beneficial owners, respectively,
of the Outstanding Xxxxxxxx Common
Stock and Outstanding Xxxxxxxx
Voting Securities immediately prior
to such sale or other disposition in
substantially the same proportion as
their ownership, immediately prior
to such sale or other disposition,
of the Outstanding Xxxxxxxx Common
Stock and Outstanding Xxxxxxxx
Voting Securities, as the case may
be, (2) no Person beneficially owns,
directly or indirectly, 20% or more
of, respectively, the then
outstanding shares of common stock
of such corporation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors and (3) at least a
majority of the members of the board
of directors of such corporation
were members of the Incumbent Board
at the time of the execution of the
initial agreement or action of the
Board providing for such sale or
other disposition of assets of
Xxxxxxxx.
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(d) "DATE OF TERMINATION" means: (i) if
Employee's employment is terminated by Xxxxxxxx
for Good Cause or by Employee for Good Reason or
otherwise, the Date of Termination shall be the
date of receipt of the Notice of Termination or
any later date specified therein, as the case
may be, (ii) if Employee's employment is
terminated by reason of death or Disability, the
Date of Termination shall be the date of death
of Employee or the Disability Effective Date, as
the case may be, or (iii) if Employee's
employment is terminated by Xxxxxxxx for other
than Good Cause, death or Disability, the Date
of Termination shall be the date of receipt of
the Notice of Termination; provided that if
within 30 days after any Notice of Termination
is given, the party receiving such Notice of
Termination notifies the other party that a
dispute exists concerning the termination, the
Date of Termination shall be the date on which
the dispute is finally settled, resolved or
adjudicated, either by mutual written agreement
of the parties, or by a final judgment, order or
decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no
appeal having been perfected).
(e) "DISABILITY" means Employee has been
unable to perform the services required of
Employee hereunder on a full-time basis for a
period of 180 consecutive business days by
reason of a physical and/or mental condition.
Disability shall be deemed to exist when
certified by a physician selected by Xxxxxxxx,
and acceptable to Employee or Employee's legal
representative (such agreement as to
acceptability not to be withheld unreasonably).
Employee will submit to such medical or
psychiatric examinations and tests as such
physician deems necessary to make any Disability
determination.
(f) "DISABILITY EFFECTIVE DATE" means the 30th
day after receipt of a Notice of Termination by
Employee from Xxxxxxxx of Angelica's intent to
terminate Employee's employment as a result of
Angelica's good faith determination that a
Disability of Employee has occurred and is
continuing.
(g) "DISPOSITION OF A MAJOR PART" means:
(i) when used with reference to the
stock or other equity interests of
an Operating Line of Business that
is or becomes a separate
corporation, limited liability
company, partnership or other
business entity, the sale, exchange,
transfer, distribution or other
disposition of the ownership, either
beneficially or of record or both,
by Xxxxxxxx of more than 50% of
either (a) the then outstanding
shares of common stock (or the
equivalent equity interests) of such
Operating Line of Business, or (b)
the combined voting power of the
then outstanding voting securities
of such Operating Line of Business
entitled to vote generally in the
election of the Board or the
equivalent governing body of the
Operating Line of Business;
(ii) when used with reference to the
merger or consolidation of an
Operating Line of Business that is
or becomes a separate corporation,
limited liability company,
partnership or other business
entity, any such transaction that
results in Xxxxxxxx owning, either
beneficially or of record or both,
less that 50% of either (a) the then
outstanding shares of common stock
(or the equivalent equity interests)
of such Operating Line of Business,
or (b) the
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combined voting power of the then
outstanding voting securities of
such Operating Line of Business
entitled to vote generally in the
election of the Board or the
equivalent governing body of the
Operating Line of Business; or
(iii) when used with reference to the
assets of an Operating Line of
Business, the sale, exchange,
transfer, liquidation, distribution
or other disposition of assets of
such Operating Line of Business (a)
having a fair market value (as
determined by the Incumbent Board)
aggregating more than 50% of the
aggregate fair market value of all
of the assets of such Operating Line
of Business as of the Triggering
Transaction Date, (b) accounting for
more than 50% of the aggregate book
value (net of depreciation and
amortization) of all of the assets
of such Operating Line of Business,
as would be shown on a balance sheet
for such Operating Line of Business,
prepared in accordance with
generally accepted accounting
principles then in effect, as of the
Triggering Transaction Date; or (c)
accounting for more than 50% of the
net income of such Operating Line of
Business, as would be shown on an
income statement, prepared in
accordance with generally accepted
accounting principles then in
effect, for the 12 months ending on
the last day of the month
immediately preceding the month in
which the Triggering Transaction
Date occurs.
(h) "EFFECTIVE DATE" means the date of this
Agreement.
(i) "EMPLOYMENT PERIOD" means the period
beginning on the Effective Date and ending on
the later of (i) the date that is two years
after the Effective Date (the "Ending Date"), or
(ii) the same date as the Ending Date of any
succeeding calendar year during which notice is
given by either party (as described in Section
2.2 of this Agreement) of such party's intent
not to renew this Agreement.
(j) "GOOD CAUSE" means the termination of
Employee's employment with Xxxxxxxx based upon
(i) Employee's willful and continued failure to
substantially perform his duties with Xxxxxxxx
(other than as a result of incapacity due to
physical or mental condition), after a written
demand for substantial performance is delivered
to Employee by Xxxxxxxx, which specifically
identifies the manner in which Employee has not
substantially performed his duties; (ii)
Employee's commission of an act constituting a
criminal offense involving moral turpitude,
dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of
this Agreement.
(k) "GOOD REASON" means, when used in
connection with the termination of Employee's
employment with Xxxxxxxx by Employee, a
termination based upon the following reasons:
(i) the assignment to Employee of any
duties inconsistent in any respect
with Employee's position (including
status, offices, titles and
reporting requirements), authority,
duties and responsibilities as
contemplated by this Agreement or
any other action by Xxxxxxxx which
results in a material diminution in
such position, authority, duties or
responsibilities, excluding for
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this purpose any action not taken in
bad faith which is remedied by
Xxxxxxxx promptly after receipt of
notice by Xxxxxxxx thereof given by
Employee;
(ii) (A) the failure by Xxxxxxxx to
continue in effect any benefit or
compensation plan, stock ownership
plan, life insurance plan, health
and accident plan or disability plan
to which Employee is entitled,
provided that Xxxxxxxx may amend,
modify or replace such plans as long
as the Employee is entitled to
benefits under the amended, modified
or replaced plan or plans that are
substantially similar to those of
the plan or plans so amended,
modified or replaced; (B) the taking
of any action by Xxxxxxxx which
would adversely affect Employee's
participation in, or materially
reduce Employee's benefits under,
any plans in which Employee is then
currently participating; or (C) the
failure of Xxxxxxxx to provide
Employee with paid vacation to which
Employee is entitled;
(iii) a material breach by Xxxxxxxx of any
provision of this Agreement;
(iv) a purported termination by Xxxxxxxx
of Employee's employment otherwise
than specifically permitted by this
Agreement; or
(v) the failure of a successor of
Xxxxxxxx expressly to assume and
agree to perform this Agreement
pursuant to the provisions of
Section 5.4 of this Agreement prior
to a Triggering Transaction;
provided, however, that a
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termination of employment by
Employee: (A) subsequent to an
express assumption and agreement to
perform this Agreement by such
successor on or after a Triggering
Transaction Date or (B) subsequent
to a date that is two years after a
Triggering Transaction Date, shall
not be deemed to be for "Good
Reason" under this subsection.
(l) "NOTICE OF TERMINATION" means a written
notice which (i) indicates the specific
termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth
in reasonable detail the facts and circumstances
claimed to provide a basis for termination of
Employee's employment under the provision so
indicated, and (iii) if the Date of Termination
is other than the date of receipt of such
Notice, specifies the Date of Termination (which
date shall not be more than 15 days after the
giving of such Notice). The failure by
Employee or Xxxxxxxx to set forth in the Notice
of Termination any fact or circumstance which
contributes to a showing of Good Cause or Good
Reason shall not waive any right of Employee or
Xxxxxxxx hereunder or preclude Employee or
Xxxxxxxx from asserting such fact or
circumstance in enforcing Employee's or
Angelica's rights hereunder.
(m) "OPERATING LINES OF BUSINESS" means the
following lines of business of Xxxxxxxx, whether
operated as a division or as a separate
subsidiary: (i) textile rental and laundry
services, which provides textiles and laundry
services, principally to health care
institutions, and, to a more limited extent, to
hotels, motels and restaurants in or near major
metropolitan areas of the United States; (ii)
uniform and business apparel manufacturing and
marketing, which manufactures and sells uniforms
and business
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apparel to a wide variety of institutions and
businesses in the United States and Canada; and
(iii) retail specialty stores, which operates a
nationwide chain of specialty retail stores
primarily for a clientele of nurses and other
health care professionals.
(n) "TERM" means the period that begins on the
Effective Date and ends on the earlier of: (i)
the Date of Termination, or (ii) the close of
business on the later of Ending Date or the same
date as the Ending Date in any renewal term.
(o) "TRIGGERING TRANSACTION" means (i) a
Change in Control of Xxxxxxxx, or (ii) a
Disposition of a Major Part of two or more of
Angelica's Operating Lines of Business.
(p) "TRIGGERING TRANSACTION DATE" shall mean
the date that the Triggering Transaction occurs.
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 PERIOD OF EMPLOYMENT. Employee shall remain in the
employ of Xxxxxxxx throughout the Term of this Agreement in accordance
with the terms and provisions of this Agreement. This Agreement will
automatically renew for annual one-year periods unless either party
gives the other written notice, by January 31, 2001 or January 31 of any
succeeding year, of such party's intent not to renew this Agreement.
This Agreement shall remain in full force and effect notwithstanding
subsequent changes in Employee's compensation, location of employment,
duties or authority or any changes in the identity of the corporation to
which Employee's compensation is charged, provided that said corporation
is a subsidiary or affiliate of Xxxxxxxx and provided further that
certain of such changes in connection with a Triggering Transaction may
constitute Good Reason for purposes of this Agreement.
2.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs
Employee and Employee hereby accepts such employment as Vice President,
General Counsel and Secretary, subject to the reasonable directions of
the Chief Executive Officer and the Board. Employee shall have such
authority and shall perform such duties as are specified in the Bylaws
of Xxxxxxxx for the office and position to which he has been appointed
hereunder and shall so serve, subject to the control exercised by the
Chief Executive Officer and the Board from time to time. Employee
agrees to devote such of his time, attention and energy to the business
of Xxxxxxxx as may be required to perform the duties and
responsibilities assigned to him to the best of his ability and with
reasonable diligence.
2.3 COMPENSATION. Employee's initial base salary will be
$120,000 per annum, payable in accordance with Angelica's current
payroll practices. For fiscal year 2000, Employee will participate in
Angelica's Incentive Compensation Plan. In addition to the Annual Base
Salary, Employee shall be awarded the opportunity to earn an incentive
bonus on an annual basis ("Incentive Bonus") under any incentive
compensation plan which is generally available to other similarly
situated executives of Xxxxxxxx. The Incentive Bonus during the first
year of the Term shall range from 0 to 40% of Employee's Annual Base
Salary. The Incentive Bonus during the second year of the Term shall
range from 0 to 60% of Employee's Annual Base Salary. The Incentive
Bonus which Employee will have an opportunity to earn shall be reviewed
at least annually and may be adjusted at the discretion of the Chief
Executive Officer and the Board, dependent upon Employee's performance
and in accordance with Angelica's policy. For fiscal year 2000, the
Incentive Bonus for Employee shall be not less than $20,000.
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2.4 STOCK OPTIONS. Management of Xxxxxxxx agrees to
recommend to the Compensation and Organization Committee of the Board
that a grant be made to Employee of an option for 10,000 shares of
Xxxxxxxx common stock under Angelica's 1994 Performance Plan, such
grant to be effective March 1, 1999 on terms and conditions similar to
grants made to employees in comparable positions.
2.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN.
Employee is eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
2.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee
will be entitled to enroll in Angelica's Retirement Savings Plan (the
"401(k) Plan") at the next enrollment date (as set forth in the 401(k)
Plan) following the Effective Date.
2.7 PARTICIPATION IN PENSION PLAN. Employee will
immediately be entitled to participate in Angelica's "defined benefit"
Pension Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
2.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee will
immediately be entitled to participate in Angelica's Supplemental Plan
at an assigned formula of 30%.
SECTION 3: CERTAIN BENEFITS UPON TERMINATION.
3.1 TERMINATION WITHOUT GOOD CAUSE IN FIRST TWO YEARS NOT
IN CONNECTION WITH TRIGGERING TRANSACTION. If, prior to a Triggering
Transaction during the first two years of the Employment Period (except
in the event that one of the following terminations of employment occurs
within the six-month period prior to the earlier of (a) a Triggering
Transaction or (b) the execution of a definitive agreement or contract
that eventually results in a Triggering Transaction, which shall result
in the payment of severance benefits set forth in Section 3.2 of this
Agreement) Xxxxxxxx shall terminate Employee's employment with Xxxxxxxx
without Good Cause, then in addition to the accrued salary and other
payments owed to Employee under Angelica's other severance plans and
policies, Xxxxxxxx shall pay to Employee a severance payment equal to
the following:
(a) If the termination occurs within the first year of the
Employment Period of this Agreement, Xxxxxxxx shall pay to
Employee Employee's then-current Annual Base Salary for the
balance of the initial Employment Period as would have been
paid to Employee had Employee remained in Angelica's employ
throughout such period;
(b) If the termination occurs within the second year of
the Employment Period of this Agreement, Xxxxxxxx shall pay
to Employee Employee's then-current Annual Base Salary for a
period of 12 months after the Date of Termination.
3.2 BENEFITS UPON TERMINATION IN CONNECTION WITH A
TRIGGERING TRANSACTION. If (a) a Triggering Transaction occurs during
the Employment Period and within two years after the Triggering
Transaction Date (i) Xxxxxxxx shall terminate Employee's employment with
Xxxxxxxx without Good Cause, or (ii) Employee shall terminate employment
with Xxxxxxxx for Good Reason, or, alternatively, (b) if one of the
--
above-described terminations of employment occurs within the six-month
period prior to the
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earlier of (i) a Triggering Transaction or (ii) the execution of a
definitive agreement or contract that eventually results in a Triggering
Transaction, then, in addition to any accrued salary and other payments
owed to Employee under Angelica's other severance plans and policies,
Xxxxxxxx shall pay to Employee an amount equal to 2.99 times Employee's
then-current Annual Base Salary, in a lump-sum payment, after either (y)
the Date of Termination, in the case where the sequence of the requisite
events is as set forth in subsection (a) above or (z) the Triggering
Transaction Date, in the case where the sequence of the requisite events
occurred as set forth in subsection (b) above (the relevant date for
purposes of entitlement to the benefits set forth in this Section 3.2 is
hereinafter referred to as the "Entitlement Date"). In addition, at the
Entitlement Date, to the extent not otherwise provided for under the
terms of Angelica's stock option plans or Employee's stock option
agreements, all stock options held by Employee that have not expired in
accordance with their respective terms shall vest and become fully
exercisable.
SECTION 4: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
4.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the
Date of Termination, regardless of whether such termination is by the
action of Employee or Xxxxxxxx or by mutual agreement, Employee shall
not, either for himself or on behalf of any person, firm or corporation
(whether for profit or otherwise) engage in any form of competition with
Xxxxxxxx, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business of any Operating
Line of Business in the United States, Canada or any other country in
which Xxxxxxxx does business. This requirement, however, will not limit
Employee's right to invest in the capital stock or other equity
securities of any corporation, the stock or securities of which are
publicly owned or are regularly traded on any public securities
exchange. In addition, notwithstanding this Section 4.1, if Employee is
terminated by Xxxxxxxx without Good Cause or if Employee terminates his
employment with Xxxxxxxx for Good Reason, and the termination is in
connection with a Triggering Transaction, then Employee will not be
subject to the restrictions of this Section 4.1.
4.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Xxxxxxxx, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and
trade secrets of Xxxxxxxx or its licensors or customers. Employee
agrees that the maintenance of the proprietary character of such
information and property to the full extent feasible is important and
that for so long as any such confidential information and trade secrets
may remain confidential, secret or otherwise wholly or partially
protectable, either during or after Employee's Employment Period, shall
not use or divulge such confidential information or property except as
permitted or required by the duties of Employee's employment with
Xxxxxxxx. Employee shall not remove any property of a proprietary
nature from Angelica's premises except as required by the duties of
Employee's employment. Employee shall return to Xxxxxxxx upon
termination of his employment with Xxxxxxxx, all models, drawings,
photographs, writing, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Xxxxxxxx.
4.3 NON-DIVERSION. During the Employment Period and for
one year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Xxxxxxxx any trade or business with any customer of Xxxxxxxx
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
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4.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that
the period and areas of restriction following the Date of Termination,
as set forth in this Section 4, are reasonably required for the
protection of Xxxxxxxx and its business, as well as the continued
protection of Angelica's employees. If any one or more of the covenants,
agreements or provisions contained herein shall be held to be contrary
to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held
invalid, then such particular covenant, agreement or provision shall be
null and void and shall be deemed separable from the remaining
covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the
length of time or the geographic area set forth herein is deemed too
restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances.
4.5 EQUITABLE RELIEF. Any action by Employee contrary to
the restrictive covenants contained in this Section 4 may as a matter of
course be restrained by equitable or injunctive process issued out of
any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as
set forth in this Section 4 and Angelica's obtaining of injunctive
relief, the period of restrictions set forth herein shall commence from
the date of the issuance of the order which enjoins such activity.
SECTION 5: MISCELLANEOUS.
5.1 NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth
below; provided that all notices to Xxxxxxxx shall be directed to the
attention of the Chief Executive Officer, or to such other address as
one party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective
only upon receipt.
Notice to Employee
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Xxxxxx X. Xxxx
00000 Xxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Notice to Angelica
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
5.2 WAIVER. Employee's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the
failure to assert any right Employee or Xxxxxxxx may have hereunder
shall not be deemed to be a waiver of such provision or right or any
other provision or right of this
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Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.
5.3 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri,
without reference to its conflict of law principles.
5.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Xxxxxxxx and any such successor
shall be deemed to be substituted for Xxxxxxxx under the terms of this
Agreement. Xxxxxxxx shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Xxxxxxxx to assume
expressly and agree to perform the provisions of this Agreement as if no
such succession had taken place. As used in this Agreement, "Xxxxxxxx"
shall mean Xxxxxxxx as hereinbefore defined or any successor to
Angelica's business and/or assets which assumes and agrees to perform
this Agreement.
5.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,
discussions or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Chairman, President & CEO
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