EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is made and effective as of this 1st day of March 2005,
between XXXXXX PRODUCTS, INC., a Delaware corporation "XXXXXX"), and XXXXX X.
XXXXXX ("EXECUTIVE").
WHEREAS, Xxxxxx wishes to continue to employ Executive as an officer of
Xxxxxx; and
WHEREAS, Executive wishes to continue employment with Xxxxxx in such
position; and
WHEREAS, Company (as defined in paragraph 14.1 below) is engaged in: (i)
the acquisition for and the distribution and sale of fasteners, parts, hardware,
pneumatics, hydraulic and other flexible hose fittings, tools, safety items and
electrical and shop supplies, automotive and vehicular products, chemical
specialties, maintenance chemicals and other chemical products, welding products
and related items, all as more particularly described in Company's sales kits
and manuals; (ii) the sale and distribution and the providing of systems and
services related thereto; and (iii) the manufacture, sale and distribution of
production and specialized parts and supplies; and (iv) the provision of
just-in-time inventories of component parts to original equipment manufacturers
and of maintenance and repair parts to a wide variety of users; and (v) the
provision of in-plant inventory systems and of electronic vendor-managed,
inventory systems to various customers (collectively "Company's Products,
Systems and Services"). Company's independent sales agents or other
representatives employed or retained by Company ("Agents"), solicit orders for
Company's Products, Systems and Services, in the territories assigned to them
and also maintain, on behalf of Company, frequent contact for such purposes with
customers; and
WHEREAS, Xxxxxx'x officers are responsible for duties inherent to their
offices relating to the management and operation of the Company, including but
not limited to assisting Company in the development of its product line, the
marketing, sale and distribution of Company's Products, Systems and Services to
Company's customers, assisting in the cross-marketing and cross-selling of
products of Company, and for Company's sales activities, including but not
limited to its sales management and management of its employees, agents and
other representatives; and
WHEREAS, Xxxxxx'x officers interact, cooperate, assist and confer with
executives, employees, officers, directors, agents, representatives, consultants
and others within the Company in the regular course of business and regularly
engage in management, sales, distribution and operational activities, and
activities relating thereto or in connection therewith; and
WHEREAS, Xxxxxx reposes great trust and confidence in its officers.
NOW THEREFORE, in recognition of the needs of Company and its employees,
and in consideration of Executive's position with and employment or continued
employment by Xxxxxx, the rights and benefits provided hereunder and in any plan
or program which requires as a condition to participation therein or receipt of
benefits thereunder by Executive's, execution of this Agreement, and of the
mutual agreements, promises and undertakings herein set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, Xxxxxx and Executive mutually agree as
follows:
1. EMPLOYMENT/DUTY OF LOYALTY.
Xxxxxx hereby agrees to employ Executive as Executive Vice President, Chief
Officer, Field Sales Strategy & Development (or with such other title as
mutually agreed upon) and as a member of its Corporate Management Committee, on
a full-time basis, and Executive hereby accepts such employment. Executive shall
report to the President and Chief Operating Officer, or to such other person as
designated by the Chief Executive Officer (the "REPORTING PERSON").
Executive hereby acknowledges that he has a fiduciary responsibility and
duty of loyalty to Company hereunder. For so long as Executive remains employed,
Executive shall, on a full-time basis, devote his best efforts and his entire
business time, energy, attention, knowledge and skill solely and exclusively to
advance the interests, products and goodwill of Company. Executive shall
diligently, competently and faithfully perform the duties assigned to him by
Company from time to time.
2. COMPENSATION AND BENEFITS.
2.1 Executive shall receive the following compensation:
(a) An annual salary in the amount of $340,000.00, which amount may be
increased by the Chief Executive Officer of Xxxxxx subject to approval of
the Compensation Committee of the Board of Directors, in its sole
discretion, from time to time, which salary shall be payable in
substantially equal semi-monthly installments ("SALARY").
(b) Commencing with the year 2004, an annual incentive bonus, if any,
determined by the Compensation Committee of the Board of Directors of
Xxxxxx in its sole discretion based upon the overall growth and
profitability of the Company as compared to the prior year (the "INCENTIVE
BONUS"). The Incentive Bonus, if any, shall be payable not later than April
15 of the following year, provided Executive's employment hereunder has not
been terminated by Xxxxxx for cause prior to such date. The terms,
conditions and provisions of the Incentive Bonus shall be in conformance
with the incentive bonus program applicable to executive officers generally
and particularly to such office as is held by Executive.
(c) Eligibility to participate in the Long-Term Capital Accumulation
Plan if and as recommended by Xxxxxx'x Chief Executive Officer and if and
as determined in the sole discretion of the Compensation Committee of the
Board of Directors of Xxxxxx.
2.2 Executive shall receive the following standard benefits; provided,
however, Xxxxxx may modify or terminate such benefits from time to time to the
extent and on such terms as Xxxxxx modifies or terminates such benefits as
provided to other officers:
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(a) Coverage under Xxxxxx'x group health plan on such terms as
provided to Xxxxxx'x officers.
(b) Long-term disability insurance coverage; provided however, if
Executive becomes disabled within the meaning of any long-term disability
policy then in effect, Xxxxxx will pay to Executive the Salary which would
have been due but for Executive's disability for six (6) months following
such disability. For thirty (30) months thereafter, Xxxxxx will pay to
Executive sixty percent (60%) of the Salary of Executive which would have
been due but for Executive's disability. While Xxxxxx is making such
payments, Xxxxxx will be entitled to receive in money or by credit against
such payments a sum equal to any Company provided long-term disability
insurance benefits paid to or for the benefit of Executive for such period.
(c) Group term life insurance with a death benefit amount of not less
than $50,000, with additional double indemnity coverage.
(d) Accidental death insurance.
(e) Participation in Xxxxxx'x 401(k) and profit-sharing retirement
plans.
(f) Four weeks annual vacation under the terms of Xxxxxx'x vacation
policy for officers.
(g) Participation in Employer's Executive Deferral Plan, if any.
(h) If Executive dies while employed by Xxxxxx under this Agreement
and is not then in default or breach of this Agreement, Xxxxxx shall pay an
additional compensation amount equal to two (2) times the annual Salary
being paid to Executive at the time of his death ("ADDITIONAL COMPENSATION
AMOUNT"). The Additional Compensation Amount shall be payable to the
beneficiary(ies) identified in writing by Executive from time to time on
forms provided by Xxxxxx for that purpose and filed by Executive with
Xxxxxx and shall be paid in forty-eight (48) equal, semi-monthly
installments made as of the 15th day and the last day of each calendar
month following Executive's death.
(i) Reimbursement for all reasonable and approved business expenses in
accordance with Xxxxxx policy, or as otherwise approved by the Reporting
Person, provided Executive submits paid receipts or other documentation
acceptable to Xxxxxx and as required by the Internal Revenue Service to
qualify as ordinary and necessary business expenses under the Internal
Revenue Code of 1986, as amended (the "Code").
2.3 All compensation and benefits to become payable to Executive under
subparagraphs 2.1 and 2.2 shall be subject to applicable governmental laws and
regulations regarding income tax withholding and other payroll taxes and
deductions.
3. TERMINATION OF EMPLOYMENT.
3.1 Executive's employment under this Agreement may be terminated as
follows:
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(a) By Xxxxxx, without cause, effective on the date that written
notice of termination is delivered to Executive or sent to him by certified
or registered mail to Executive's home address as listed on Xxxxxx'x
records (or effective on such later date as indicated in such notice).
(b) By Xxxxxx, for cause, effective on the date that written notice of
termination is delivered to Executive or sent to him by certified or
registered mail to Executive's home address as listed on Xxxxxx'x records.
For purposes of this Agreement, cause shall mean (i) violation by Executive
of any agreement between Executive and Xxxxxx or any law relating to
non-competition, trade secrets, inventions, non-solicitation or
confidentiality; (ii) material breach or default of any of Executive's
duties or other obligations or covenants under this Agreement; (iii)
Executive's gross negligence, dishonesty or willful misconduct; (iv) any
act or failure to act by Executive which has an adverse effect on the
Company's reputation, goodwill or customer relations; (v) conviction of a
crime by Executive (other than traffic related offenses); or (vi) an act of
fraud, embezzlement or the misappropriation of property by Executive.
(c) By Executive effective on the expiration of sixty (60) days
following written notice of resignation delivered to the Reporting Person
by certified or registered mail, or hand delivery or overnight mail.
(d) Automatically, upon Executive's date of death or the date on which
Executive is determined to be permanently "disabled" pursuant to the terms
of Xxxxxx'x long-term disability insurance policy.
(e) By Executive in connection with his retirement after January 1,
2007, provided that Executive gives written notice of his retirement at any
time after July 1, 2006 delivered by Executive to the Reporting Person by
certified or registered mail, or hand delivery or overnight mail, and that
the effective date of such retirement will be a date not less than 180 days
from the date of such written notice.
3.2 Executive shall remain employed by Xxxxxx until the effective date of
termination or resignation, as the case may be, unless the parties shall
otherwise agree; provided, however, following Xxxxxx'x notice of termination
without cause or Executive's notice of resignation in accordance herewith, and
until the effective date thereof, Executive shall perform only those services
specifically authorized and directed by the Reporting Person, Chief Executive
Officer or the Board of Directors and shall receive as compensation while so
employed only the annual Salary then in effect and benefits as then in effect,
subject to modifications in such benefits as may occur in the interim pertaining
to such benefit programs generally affecting officers of Xxxxxx.
3.3 Upon the effective date of termination of Executive's employment under
this Agreement:
(a) Executive, upon notice of termination of his employment, shall
immediately return to Xxxxxx all Company property, including without
limitation the property and information described in paragraphs 4 or 5
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hereof, in whatever form, together with all copies thereof in his
possession or under his control.
(b) Xxxxxx shall pay to Executive, within ninety (90) days following
the effective date of termination of his employment, the sum of any
compensation or benefits or other amounts due to him from Xxxxxx as may be
accrued for periods prior to the effective date of termination and not
previously paid, less the sum of any payments, advances, loans and other
charges due and owing from Executive to Company.
(c) In the event of termination pursuant to paragraph 3.1(a) hereof or
in connection with Executive's retirement from Xxxxxx pursuant to paragraph
3.1(e) hereof, Xxxxxx shall, in return for Executive's performance of the
Consulting Services (as defined below), pay to Executive an amount equal to
two years' annual Salary. Amounts due to Executive under this paragraph
3.3(c) shall be paid to Executive in equal, semi-monthly installments as
though Executive had continued in the employ of the Xxxxxx for the period
of time upon which such payment is based. The period of time in which
Xxxxxx is obligated to provide salary continuation payments to Executive
pursuant to this paragraph 3.3(c) is referred to herein as the "Salary
Continuation Period". During the Salary Continuation Period, Executive
shall be entitled to continued health and life insurance coverage,
including participation in the Company's medical flex plan, on
substantially the same basis afforded to him prior to termination of
Executive's employment. In the event of termination pursuant to paragraph
3.1(a) hereof or in connection with Executive's retirement pursuant to
paragraph 3.1(e) hereof when Executive's age is less than 65, in addition
to the benefits as provided in the previous sentence, Executive shall be
entitled to continued health insurance on substantially the same basis
afforded to him prior to termination of Executive's employment until
Executive reaches the age of 65. During the Salary Continuation Period,
Executive shall, upon request of the Company, make himself reasonably
available on a limited basis from time to time to consult with Xxxxxx
regarding the business affairs of the Company (the "CONSULTING SERVICES");
provided, however, Executive's Consulting Services shall be limited to not
more than twenty-four (24) hours in any calendar quarter and so that such
consulting does not interfere with Executive's employment time commitments
with any successor employer.
(d) Following termination of Executive's employment with Xxxxxx for
any reason, Company shall have no obligation to provide for
post-termination compensation or benefits to Executive (except as provided
by paragraph 3.3(b) and as otherwise provided by law) unless Executive
executes and delivers to the Xxxxxx a release, in form reasonably
satisfactory to the Xxxxxx, of all claims against the Company and its
officers, directors, employees and agents.
3.4 In connection with Executive's retirement pursuant to paragraph 3.1(e)
hereof and in consideration of Executive's more than 25 years of service to
Xxxxxx and the overall circumstances of and reasons for the termination of
Executive's employment, Xxxxxx'x Chief Executive Officer will recommend to the
Compensation Committee of the Board of Directors the payment of additional
severance compensation to the Executive in such amount as deemed appropriate by
the Compensation Committee. The Chief Executive Officer will further recommend
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the Compensation Committee take into consideration, among other things,
Executive's participation in the Company's Long-Term Capital Accumulation Plan
and the then accrued amount of any benefits thereunder as if fully vested, in
determining the amount, if any, of such additional severance compensation.
Executive acknowledges that he will have no right to receive any such payment
and such payment will be in the sole discretion of the Compensation Committee of
the Board of Directors and nothing contained herein is intended to modify or
amend the provisions of the Company's Long-Term Capital Accumulation Plan or any
award granted pursuant thereto.
4. COMPANY'S PROPERTY.
All notes, lists, reports, sketches, plans, data contained in computer
hardware or software, memoranda or other documents concerning or related to
Company's or affiliates' business which are or were created, developed,
generated or held by Executive during employment, whether containing or relating
to Confidential Information (as defined in paragraph 14) or not, are the
property of Company and shall be promptly delivered to Company upon termination
of Executive's employment for any reason whatsoever. All notes, lists, reports,
sketches, plans, data contained in computer hardware or software, memoranda or
other documents concerning or related to Company's or affiliates' business which
are or were created, developed, generated or held by Executive during the Salary
Continuation Period, whether containing or relating to Confidential Information
(as defined in paragraph 14) or not, are the property of Company and shall be
promptly delivered to Company upon termination of the Salary Continuation
Period. During the course of employment and during the Salary Continuation
Period, Executive shall not remove any of the above property, including but not
limited to, Confidential Information, or reproductions or copies thereof, or any
apparatus containing any such property or Confidential Information, from
Company's premises without prior written authorization from Company, other than
in the normal execution of Executive's duties.
5. EXECUTIVE'S OBLIGATION NOT TO USE OR DISCLOSE CONFIDENTIAL INFORMATION.
Executive hereby acknowledges that, during the course of Executive's
employment and during the Salary Continuation Period, Executive will learn or
develop Confidential Information in trust and confidence. Executive agrees to
use the Confidential Information solely for the purpose of performing his duties
hereunder and not for his own private use or commercial purposes. Executive
acknowledges that unauthorized disclosure or use of Confidential Information,
other than in discharge of Executive's duties, will cause Company irreparable
harm.
Executive shall maintain Confidential Information in strict confidence at
all times and shall not divulge Confidential Information to any unauthorized
person or entity, or use in any manner, or knowingly allow another to use, any
Confidential Information, without Xxxxxx'x prior written consent, during the
term of employment, during the Salary Continuation Period or thereafter, for as
long as such Confidential Information remains confidential.
Executive further acknowledges that Company and its affiliates operate and
compete internationally and that Company and/or its affiliates will be harmed by
the unauthorized disclosure or use of Confidential Information regardless of
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where such disclosure or use occurs, and that therefore this confidentiality
agreement is not limited to any single state or other jurisdiction.
6. EXECUTIVE'S OBLIGATION NOT TO SOLICIT OR HIRE COMPANY'S EMPLOYEES AND AGENTS.
During the Restriction Period (as hereinafter defined), Executive shall
not, directly or indirectly, for himself or on behalf of any person, firm, or
other entity, solicit, induce or encourage any person to leave her/his
employment, agency or office with Company or any of its affiliates. During the
Restriction Period, Executive shall not, directly or indirectly, for himself or
on behalf of any person, firm or other entity, hire or retain or participate in
hiring or retaining any person who then is an employee of or agent for Company
or any person who has been an employee of or agent for the Company at any time
in the ninety (90) days prior to termination of Executive's employment, and, in
the event Executive is providing Consulting Services following termination of
his employment, any person who has been an employee of or agent for the Company
at any time during the Salary Continuation Period, unless Xxxxxx is informed and
gives its approval prior to the hiring or retention. The term "Restriction
Period" means the period of time in which Executive is employed by Xxxxxx, the
Salary Continuation Period, if any, and a period of two (2) years thereafter.
7. NON-SOLICITATION OF CUSTOMERS.
Given Executive's office and his participation in the development, sales,
marketing and servicing of Company's Products, Systems and Services, Executive
acknowledges that Executive will learn or develop Confidential Information
relating to the development, sales, marketing or provision of Company's
Products, Systems and Services, and Company's customers and prospective
customers. Executive further acknowledges that Company's relationships with its
customers are extremely valuable to it, are generally the result of substantial
time and effort devoted by Company, and tend to be near permanent. Therefore,
during the Restriction Period, Executive shall not, directly or indirectly, for
himself or on behalf of any person, firm, or other entity, solicit or sell,
attempt to sell, or supervise, participate in, or assist the sale or
solicitation of Competitive Products and Systems (i) to any person, firm or
other entity to which Company sold any of Company's Products, Systems or
Services during the last two (2) years of Executive's employment prior to the
effective date of termination and (ii) in the event Executive is providing
Consulting Services following termination of his employment, to any person, firm
or other entity to which the Company sells any of Company's Products, Systems or
Services during the Salary Continuation Period. However, this paragraph shall
not prohibit the solicitation of any actual or potential customer of Company
which does not fall within the preceding description. This paragraph is
independent of the obligations of confidentiality under paragraph 5 hereof and
the non-compete provisions of paragraph 8 below.
8. NON-COMPETITION PROVISIONS.
Executive expressly agrees that, during the Restriction Period, in the
United States, Canada, Mexico and the United Kingdom, he shall not, directly or
indirectly, as an owner, officer, director, employee, agent, advisor, financier,
or in any other form or capacity, on behalf of himself or any other person, firm
or other business entity, engage in or be concerned with any Competitive
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Products, Systems and Services (defined in paragraph 14 below), or any other
business similar to that of Company, or any other duties or pursuits for
monetary gain which, in the sole judgment of Xxxxxx, interfere with or restrict
Executive's activities on behalf of Company or constitute competition with the
Company or its affiliates. The foregoing notwithstanding, nothing herein
contained shall be deemed to prevent Executive from investing his money in the
capital stock or other securities of any corporation whose stock or securities
are publicly-owned or are regularly traded on any public exchange, provided that
Executive does not own more than a one percent (1%) interest therein.
9. UNFAIR TRADE PRACTICES.
During the term of this Agreement and at all times thereafter, Executive
shall not, directly or indirectly, engage in or assist others in engaging in any
unfair trade practices with respect to Company.
10. REMEDIES.
Executive acknowledges that failure to comply with the terms of this
Agreement will cause irreparable loss and damage to Company. Therefore,
Executive agrees that, in addition and cumulative to any other remedies at law
or equity available to Company for Executive's breach or threatened breach of
this Agreement, Company is entitled to specific performance or injunctive relief
against Executive to prevent such damage or breach, and a temporary restraining
order and preliminary injunction may be granted to Company for this purpose
immediately at its request upon commencement of any suit, without prior notice
and without posting any bond. The existence of any claim or cause of action
Executive may have against Company will not constitute a defense thereto.
11. SEVERABILITY.
If any of the restrictions in this Agreement is determined by a court of
competent jurisdiction to be excessively broad as to area or time or otherwise,
the parties authorize the court to reduce such restriction to the extent
necessary to make such restriction reasonable and to enforce such restriction as
so reduced. Any provisions of this Agreement not so reduced shall remain in full
force and effect.
12. ASSIGNMENT.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of Xxxxxx, its successors and assigns and Executive and
Executive's heirs, executors, administrators and other legal representatives.
This Agreement is a personal service agreement and shall not be assignable by
Executive.
13. GOVERNING LAW.
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Illinois, without regard to its conflict of law principles.
Any action commenced to enforce or to determine any right or obligation
hereunder shall be commenced only in a federal or state court with jurisdiction
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over Xxxx County, Illinois. Executive consents to personal jurisdiction in any
such court.
14. DEFINITIONS.
14.1 "COMPANY" shall mean Xxxxxx and any entity owned by Xxxxxx or related
to Xxxxxx, directly or indirectly, in whole or in part, now or at any time
during Executive's employment with Xxxxxx and during the Salary Continuation
Period, if any, including, but not limited to, Assembly Component Systems, Inc.,
Cronatron Welding Systems, Inc., Xxxxxxxx American Corporation, Automatic Screw
Machine Products Company, X.X. Xxxx Company, Xxxxxx Products, Inc. (Ontario),
Xxxxxx Products de Mexico, Assembly Component Systems Limited-UK, and any other
entity in which any one or more of them has an interest at any time during
Executive's employment with Xxxxxx and during the Salary Continuation Period, if
any, whether such entity is in the United States or elsewhere.
14.2 "COMPETITIVE PRODUCTS, SYSTEMS AND SERVICES" shall mean products,
systems or services in existence or under development which are the same as or
substantially similar to or functional equivalents of those of Company
including, without limitation, those which are or may be provided to Company's
customers on behalf of Company by employees, agents, or sales representatives of
Company.
14.3 "CONFIDENTIAL INFORMATION" shall mean all information, including, but
not limited to, trade secrets disclosed to Executive or known by Executive as a
consequence of or through Executive's employment by Xxxxxx, or performance of
Consulting Services to Xxxxxx, concerning the products, services, systems,
customers and Agents of Company, and specifically including without limitation:
computer programs and software, unpatented inventions, discoveries or
improvements; marketing, organizational and product research and development;
marketing techniques; promotional programs; compensation and incentive programs;
customer loyalty programs; inventory systems; business plans; sales forecasts;
personnel information, including but not limited to the identity of employees
and Agents of Company, their responsibilities, competence, abilities, and
compensation; pricing and financial information; customer lists and information
on customers or their employees, or their needs and preferences for Company's
Products, Systems or Services; information concerning planned or pending
acquisitions or divestitures; and information concerning purchases of major
equipment or property, and which:
(a) has not been made generally available to the public; and
(b) is useful or of value to the current or anticipated business or
research or development activities of Company, or of any customer or
supplier of Company; and
(c) has been identified to Executive by Company as confidential,
either orally or in writing.
Confidential Information shall not include information which:
(x) is in or hereafter enters the public domain through no fault of
Executive;
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(y) is obtained by Executive from a third party having the legal right
to use and to disclose the same; or
(z) was in the possession of Executive prior to receipt from Company
(as evidenced by Executive's written records pre-dating the first date of
employment with Xxxxxx).
Confidential Information also does not include Executive's general skills and
experience as defined under the governing law of this Agreement.
14.4 "UNAUTHORIZED PERSON OR ENTITY" shall mean any individual or entity
who or which has not signed an appropriate secrecy or confidentiality agreement
with Company, or is not a current or target customer with whom Confidential
Information is shared in the mutual interest of that person or entity and
Company.
15. MISCELLANEOUS PROVISIONS.
15.1 Covenants contained in this Agreement shall remain in force and effect
beyond the termination of Executive's employment.
15.2 During the term hereof and for four years following the effective date
of termination of employment for any reason, Executive shall give notice of the
existence and a copy of this Agreement to any prospective employer or business
relation.
15.3 The paragraph headings set forth in this Agreement are for convenience
of reference only and shall not affect the interpretation or meaning of any
provision hereof.
16. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between Company and
Executive with respect to the subject matter hereof and supersedes all previous
communications and agreements between Xxxxxx, including its predecessor, and
Executive regarding the subject matter hereof. It may not be changed or modified
except by written instrument signed by Xxxxxx'x Chief Executive Officer and
Executive.
17. EXECUTIVE'S ACKNOWLEDGMENT AND REPRESENTATIONS.
Executive acknowledges and agrees that the services to be rendered by him
to Company are of extraordinary merit and constitute a necessary and valuable
contribution to the general growth and development of Company that result from
Executive's unique personal talent and expertise. In return for the
consideration described in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
as a condition precedent to Company entering into this Agreement, and as an
inducement to Xxxxxx to do so, Executive hereby represents, warrants, and
covenants as follows:
17.1 Executive has executed and delivered this Agreement as his free and
voluntary act, after having determined that the provisions contained herein are
of a material benefit to him, and that the duties and obligations imposed on him
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hereunder are fair and reasonable and will not prevent him from earning a
livelihood following the termination of his employment with Company.
17.2 Executive has read and fully understands the terms and conditions set
forth herein, has had time to reflect on and consider the benefits and
consequences of entering into this Agreement, acknowledges that any reference in
this Agreement to Company applies also to any and all subsidiaries and
affiliates of Company as defined in paragraph 14, and has had the opportunity to
review the terms hereof with an attorney or other representatives, if he chose
to do so.
17.3 The execution and delivery of this Agreement by Executive does not
conflict with, or result in a breach of, or constitute a default under, any
agreement or contract, whether oral or written, to which Executive is a party or
by which Executive may be bound.
IN WITNESS WHEREOF, the parties have executed this Agreement at Des
Plaines, Illinois, as of the date first written above.
EXECUTIVE: XXXXXX PRODUCTS, INC.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------- ---------------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
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