EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is entered into effective as of June 1,
1996 by and between Xxxxx Xxxxxxxxx ("Xxxxxxxxx") and Total Control Products,
Inc., an Illinois corporation (the "Company").
R E C I T A L S:
A. The Company desires to employ Xxxxxxxxx as an executive officer of the
Company and Xxxxxxxxx desires to be so employed by the Company, all on the terms
and subject to the conditions set forth herein.
B. The Company desires to bind Xxxxxxxxx to certain restrictive covenants
and Xxxxxxxxx agrees to be so bound, all on the terms and subject to the
conditions set forth herein.
A G R E E M E N T :
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. TERM. Subject to the terms and conditions set forth herein and unless
sooner terminated as hereinafter provided, the Company shall employ Xxxxxxxxx
and Xxxxxxxxx agrees to serve as an employee of the Company from the date hereof
to and including December 31, 1997 (the "Employment Term"). After the
expiration of the Employment Term, Xxxxxxxxx'x employment hereunder shall
automatically renew for successive one year periods (each, a "Renewal Term")
unless either party hereto delivers written notice to the other party hereto, at
least ninety (90) days prior to the expiration of the Employment Term or any
Renewal Term thereof, as the case may be, of his or its desire to terminate
Xxxxxxxxx'x employment with the Company. The Employment Term and any Renewal
Term thereof are collectively referred to herein as the "Term".
2. EMPLOYMENT DUTIES. During the Term, Xxxxxxxxx shall serve as the
Chief Financial Officer of the Company. Xxxxxxxxx shall report directly to the
President of the Company and shall be responsible for all aspects of the
Company's accounting and financial records. Xxxxxxxxx shall faithfully,
diligently and competently perform such duties and responsibilities and shall
perform such other duties and responsibilities as may from time to time be
assigned to him by the President or the Board of Directors of the Company (the
"Board").
3. COMPENSATION. As compensation for the services to be performed and
the duties and responsibilities to be assumed by Xxxxxxxxx during the Term, the
Company shall pay to Xxxxxxxxx the following compensation:
(a) A salary (the "Salary") in an amount equal to $110,000 per annum.
The Company shall review the Salary payable to Xxxxxxxxx on January 1 of
each year during
the Term beginning on January 1, 1997 and any increases in Salary shall be
made at the sole discretion of the Company. The Salary shall be payable
to Xxxxxxxxx in accordance with the Company's ordinary payment practices
for salaried employees.
(b) Xxxxxxxxx shall be entitled to receive the following bonus
payments from the Company:
(i) Effective as of the date of this Agreement, Xxxxxxxxx shall
be entitled to receive a signing bonus equal to $50,000. Such bonus
shall be payable, without interest, on the earlier of (A) no later
than ten (10) days after the consummation of an initial public
offering of any class of the Company's capital stock; or (B) one-third
(1/3) of such bonus on each of the first, second and third year
anniversaries of this Agreement; provided however, that if Xxxxxxxxx
voluntarily terminates his employment hereunder for any reason
whatsoever, all remaining unpaid portions of such bonus as of the date
of termination shall be payable on the fifth year anniversary of this
Agreement.
(ii) Effective as of the consummation of the first acquisition by
the Company after the date hereof of any competing business with the
Company where the consideration paid for such acquisition exceeds
$1,000,000 in the aggregate, Xxxxxxxxx shall be entitled to receive a
bonus equal to $25,000. Such bonus shall be payable, without
interest, on the earlier of (A) no later than ten (10) days after the
consummation of an initial public offering of any class of the
Company's capital stock; or (B) January 1, 1998.
(iii) If Xxxxxxxxx does not earn the bonus listed in
subparagraph (ii) above prior to March 31, 1997, then Xxxxxxxxx shall
be entitled to receive a bonus equal to the following: 25,000
multiplied by the following fraction: the numerator of which is the
number of days Xxxxxxxxx has been employed by the Company since
June 1, 1996 and the denominator of which is 300. The amount of such
bonus earned by Xxxxxxxxx shall be due and payable on April 1, 1997.
(iv) In addition to the foregoing, Xxxxxxxxx shall be entitled to
participate in the Company's executive bonus plan (the "Bonus") on the
same terms as the participation of other executives of the Company.
In no event shall any Bonus be paid to Xxxxxxxxx for any fiscal year
of the Company unless Xxxxxxxxx is employed throughout the entire
fiscal year. The Bonus shall be determined from the Company's
internal accounting records, which shall be finally approved by the
Board or any compensation committee thereof. The Bonus awarded to
Xxxxxxxxx in respect of any particular fiscal year shall be paid at
the same time as bonuses are paid to other executives of the Company.
For fiscal year 1997, this amount will not be less than $25,000.
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4. BENEFITS.
(a) During the Term, Xxxxxxxxx shall be entitled to participate in
such employee benefit plans and programs as are maintained by the Company,
to the extent that his position, tenure, compensation, age, health and
other qualifications make him eligible to participate. The Company does
not promise the adoption or continuance of any particular plan or program
during the Term, and Xxxxxxxxx'x (and his dependents') participation in any
such plan or program shall be subject to the provisions, rules, regulations
and laws applicable thereto.
(b) During the Term, Xxxxxxxxx shall be entitled to such other fringe
benefits as are provided to employees of the Company with comparable
positions, tenure and compensation as Xxxxxxxxx.
5. REIMBURSEMENT OF EXPENSES. During the Term, Xxxxxxxxx shall be
entitled to prompt reimbursement for ordinary, necessary and reasonable
out-of-pocket trade or business expenses which Xxxxxxxxx incurs in connection
with performing his duties under this Agreement. The reimbursement of all such
expenses shall be made upon presentation of evidence reasonably satisfactory to
the Company of the amounts and nature of such expenses and shall be subject to
the reasonable approval of the Board.
6. RESTRICTIVE COVENANTS. Xxxxxxxxx acknowledges and agrees that (a)
through his continuing services to the Company, he will learn valuable trade
secrets and other proprietary information relating to the Company's business;
(b) Xxxxxxxxx'x services to the Company are unique in nature; (c) the Company's
business is national in scope; and (d) the Company would be irreparably damaged
if Xxxxxxxxx was to provide services to any person or entity in violation of the
restrictions contained in this Agreement. Accordingly, as an inducement to the
Company to enter into this Agreement, Xxxxxxxxx agrees that during the Term and
for one year thereafter (such period being referred to herein as the "Restricted
Period"), Xxxxxxxxx shall not, directly or indirectly, either for himself or for
any other person or entity, without the prior written consent of the Company:
(a) anywhere in the United States, engage or participate in, or
assist, advise or be connected with (including as an employee, owner,
partner, shareholder, officer, director, advisor, consultant, agent or
(without limitation by the specific enumeration of the foregoing)
otherwise), or permit his name to be used by or render services for, any
person or entity engaged in, or making plans to engage in, a business that
competes with the business conducted by, or proposed to be conducted by,
the Company (a "Competing Business");
(b) take any action which might divert from the Company or any of its
Affiliates (as defined herein) any opportunity (each, an "Opportunity")
which would be within the scope of the Company's or such Affiliate's then
business and shall offer each
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Opportunity to the Company, which the Company may, in its sole discretion,
decide to pursue or not;
(c) solicit, attempt to solicit, aid in the solicitation of or accept
any orders from any person or entity who is or has been a customer of the
Company or its Affiliates, at any time during the period beginning one year
prior to the date hereof through the Restrictive Period, to purchase
products or services from any person or entity which products or services
could have been supplied or performed, as the case may be, by the Company
or its Affiliates (other than from the Company or its Affiliates);
(d) solicit, attempt to solicit or aid in the solicitation of any
person or entity who is or has been a customer, supplier, licensor,
licensee or person or entity having any other business relationship with
the Company or any of its Affiliates, at any time during the period
beginning one year prior to the date hereof through the Restrictive Period,
to cease doing business with or alter its business relationship with the
Company or its Affiliates; or
(e) solicit or hire any person or entity who is a director, officer,
employee, independent contractor or agent of the Company or any of its
Affiliates to perform services for any person or entity other than the
Company or its Affiliates or to terminate his or her employment with the
Company or its Affiliates.
As used herein, an "Affiliate" shall mean and include any person or entity
which controls a party, which such party controls or which is under common
control with such party. "Control" means the power, direct or indirect, to
direct or cause the direction of the management and policies of a person or
entity through voting securities, contract or otherwise.
7. DISCLOSURE OF CONFIDENTIAL INFORMATION. Xxxxxxxxx recognizes that he
will occupy a position of trust and confidence with the Company as to
Confidential Information (as herein defined) pertaining to the Company and its
Affiliates. As an inducement for the Company to enter into this Agreement,
Xxxxxxxxx therefore agrees that:
(a) for the longest period permitted by law from the date of this
Agreement, Xxxxxxxxx and each Affiliate of Xxxxxxxxx shall hold in the
strictest confidence and shall not, other than as required by law, without
the prior written consent of the Company, use for his own benefit or that
of any third party or disclose to any person, firm or corporation (except
the Company, an Affiliate of the Company or employees of the Company and
its Affiliates) any Confidential Information. For purposes of this
Agreement, intending that the term shall be broadly construed to include
anything protectible as a trade secret under applicable law, "Confidential
Information" shall mean all information, and all documents and other
tangible items which record information relating to or useful in connection
with the Company's business (including the business of any of the Company's
Affiliates), which at the time or times concerned is protectible as a trade
secret under applicable law, and which has been or is from time to time
disclosed to or known by Xxxxxxxxx.
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(b) Xxxxxxxxx and each Affiliate of Xxxxxxxxx (and if deceased, their
personal representatives) shall promptly following a request therefor from
the Company return to the Company, without retaining copies, all tangible
items which are or which contain Confidential Information. Xxxxxxxxx shall
also surrender all computer print-outs, laboratory books, floppy disks and
other such media for storing software and information, work papers, files,
client lists, telephone and/or address books, rolodex cards, internal
memoranda, appointment books, calendars, keys and other tangible things
entrusted to Xxxxxxxxx by the Company or authored in whole or in part by
Xxxxxxxxx within the scope of his duties to the Company even if such things
do not contain Confidential Information; and
(c) at the request of the Company made at any time or from time to
time hereafter, Xxxxxxxxx and each Affiliate of Xxxxxxxxx (and if deceased,
their personal representatives) shall make, execute and deliver all
applications, papers, assignments, conveyances, instruments or other
documents and shall perform or cause to be performed such other lawful acts
as the Company may reasonably deem necessary or desirable to implement any
of the provisions of this Agreement, and shall give testimony and cooperate
with the Company, its Affiliates or their respective representatives in any
controversy or legal proceedings involving the Company, its Affiliates or
their respective representatives with respect to any Confidential
Information.
8. INVENTIONS. Xxxxxxxxx acknowledges that in his capacity as an
executive officer of the Company, he will be involved in (i) the conception or
making of improvements, discoveries, inventions or the like (whether patentable
or unpatentable and whether or not reduced to practice), (ii) the authorship of
copyrightable works or (iii) the development of trade secrets relating to the
Company. Xxxxxxxxx acknowledges that all such intellectual property is the
exclusive property of the Company. Xxxxxxxxx hereby waives any rights he may
have in or to such intellectual property, and Xxxxxxxxx hereby assigns to the
Company all right, title and interest in and to such intellectual property. At
the Company's request and at no expense to Xxxxxxxxx, Xxxxxxxxx shall execute
and deliver all such papers, including, without limitation, any assignment
documents, and shall provide such cooperation as may be necessary or desirable,
or as the Company may reasonably request, in order to enable the Company to
secure and exercise its rights to such intellectual property.
9. SPECIFIC PERFORMANCE. Xxxxxxxxx agrees that any violation by him of
Sections 6, 7 or 8 of this Agreement would be highly injurious to the Company
and its Affiliates and would cause irreparable harm to the Company and its
Affiliates. By reason of the foregoing, Xxxxxxxxx consents and agrees that if
he violates any provision of Sections 6, 7 or 8 of this Agreement, the Company
and its Affiliates shall be entitled, in addition to any other rights and
remedies that it may have, to apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce, or
prevent any continuing violation of, the provisions of such section. In the
event Xxxxxxxxx breaches a covenant contained in this Agreement, the Restricted
Period applicable to Xxxxxxxxx with respect to such breached covenant shall be
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extended for the period of such breach. Xxxxxxxxx also recognizes that the
territorial, time and scope limitations set forth in Sections 6 and 7 are
reasonable and are properly required for the protection of the Company and its
Affiliates and in the event that any such territorial, time or scope limitation
is deemed to be unreasonable by a court of competent jurisdiction, the Company
and Xxxxxxxxx agree, and Xxxxxxxxx submits, to the reduction of any or all of
said territorial, time or scope limitations to such an area, period or scope as
said court shall deem reasonable under the circumstances. Xxxxxxxxx represents,
warrants and acknowledges that he has available to him sufficient other means of
support so that observance of the covenants contained in Sections 6, 7 and 8
shall not deprive him of his ability to earn a livelihood or support his
dependents.
10. TERMINATION FOR CAUSE. During the Term, Xxxxxxxxx'x employment with
the Company may be terminated by the Board "for cause", which shall include (a)
Xxxxxxxxx'x conviction for, or plea of nolo contendere to, a felony or a crime
involving moral turpitude; (b) Xxxxxxxxx'x commission of an act which the Board,
in its reasonable discretion, determines involved personal dishonesty or fraud
involving personal profit in connection with Xxxxxxxxx'x employment with the
Company; (c) Xxxxxxxxx'x commission of an act which the Board shall have found
to have involved willful misconduct or gross negligence on the part of Xxxxxxxxx
in the conduct of his duties hereunder; or (d) Xxxxxxxxx'x breach of any
material provision of this Agreement where such breach continues for a period of
ten (10) days after Xxxxxxxxx'x receipt of written notice of such breach from
the Company. In the event of termination under this Section 10, the Company's
obligations under this Agreement shall cease and Xxxxxxxxx shall forfeit all his
rights to receive any compensation or benefits under this Agreement, except that
Xxxxxxxxx shall be entitled to his Salary and benefits for services already
performed as of the date of termination of Xxxxxxxxx'x employment hereunder.
11. GOOD REASON. Xxxxxxxxx shall be entitled to terminate his employment
hereunder at any time for Good Reason. For the purposes of this Agreement,
Xxxxxxxxx shall have "Good Reason" to terminate his employment hereunder (i)
upon a significant demotion or material adverse change in his duties and
responsibilities; (ii) upon a significant reduction in Salary or in fringe
benefits provided to him; (iii) upon a requirement to relocate, except for
office relocations that would not increase Xxxxxxxxx'x one-way commute distance
by more than fifty (50) miles from the most recent principal residence selected
by Xxxxxxxxx prior to notice of relocation; (iv) upon a material breach by the
Company of its agreements and covenants set forth herein; or (v) within one (1)
year of a Change of Control (as defined herein).
12. DEATH OR DISABILITY.
(a) This Agreement shall terminate upon Xxxxxxxxx'x death.
(b) If Xxxxxxxxx becomes permanently disabled (determined as provided
below) during the Term, his employment with the Company shall terminate as
of the date such permanent disability is determined. Xxxxxxxxx shall be
considered to be permanently disabled for purposes of this Agreement if he
is unable by reason of accident or illness (including mental illness) to
perform the material duties of his regular position with the
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Company and is (i) not expected to recover from his disability within a
period of six (6) months from the commencement of the disability; or
(ii) not expected to be able to perform his material duties of his
regular position with the Company for a period of six (6) months in any
consecutive twelve (12) month period as a result of the same disability.
If at any time Xxxxxxxxx claims or is claimed to be permanently
disabled, a physician acceptable to both Xxxxxxxxx, or his personal
representative, and the Company (which acceptances shall not be
unreasonably withheld) shall be retained by the Company and shall
examine Xxxxxxxxx. Xxxxxxxxx shall cooperate fully with the physician.
If the physician determines that Xxxxxxxxx is permanently disabled, the
physician shall deliver to the Company a certificate certifying both
that Xxxxxxxxx is permanently disabled and the date upon which the
condition of permanent disability commenced. The determination of the
physician shall be conclusive.
(c) Xxxxxxxxx'x right to his compensation and benefits under this
Agreement shall cease upon his death or disability, except that Xxxxxxxxx
(or his estate or heirs) shall be entitled to his Salary and a pro rata
portion of his Bonus and benefits for services already performed as of the
date of his death or disability.
13. EFFECT OF TERMINATION.
(a) If the Company terminates Xxxxxxxxx'x employment hereunder for
any reason other than cause, death, disability or within one year after a Change
of Control, but including upon the decision of the Company not to renew the term
of Xxxxxxxxx'x employment hereunder pursuant to Section 1 of this Agreement, the
Company shall (i) pay Xxxxxxxxx in one lump sum an amount equal to three (3)
times the greater of (A) his monthly Salary as of the date of termination; or
(B) his highest monthly Salary during the prior twelve month period; and (ii)
continue Xxxxxxxxx'x medical insurance benefits during such three month period
to the extent Xxxxxxxxx is not entitled to receive similar benefits from a
subsequent employer.
(b) If Xxxxxxxxx terminates his employment hereunder for Good Reason
or the Company terminates Xxxxxxxxx'x employment within one year after a Change
of Control (other than for cause), the Company shall (i) pay Xxxxxxxxx in one
lump sum an amount equal to (A) six (6) times the greater of (I) his monthly
Salary as of the date of termination; or (II) his highest monthly Salary during
the prior twelve month period; plus (B) if such termination occurs prior to the
Company's consummation of an initial public offering of any class of its capital
stock, an amount equal to fifty percent (50%) of the greater of (I) his annual
Salary as of the date of termination; or (II) his highest monthly Salary during
the prior twelve month period multiplied by twelve (12); and (ii) continue
Xxxxxxxxx'x medical insurance benefits during such six month period to the
extent Xxxxxxxxx is not entitled to receive similar benefits from a subsequent
employer.
(c) If Xxxxxxxxx terminates his employment with the Company for any
reason whatsoever other than for Good Reason, the Company's obligations under
this Agreement shall cease and Xxxxxxxxx shall forfeit all his rights to receive
any compensation or benefits under this
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Agreement, except that Xxxxxxxxx shall be entitled to his Salary and benefits
for services already performed as of the date of termination of this
Agreement.
14. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean the occurrence of any of the following events:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (collectively, a "person") of Beneficial
ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of twenty (20%) percent or more of the then
outstanding shares of common stock of the Company (collectively, the
"Outstanding Common Stock"); provided, however, that the following shall not
constitute a Change of Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege);
(ii) any acquisition by an Underwriter (as such term is defined in Section 2(11)
of the Securities Act of 1933, as amended) for the purpose of making a public
offering; (iii) any acquisition by the Company; or (iv) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company;
(b) The liquidation of all or substantially all of the assets of the
Company; or
(c) If within two (2) years of: (i) the completion of a tender offer
or exchange offer for the voting stock of the Company (other than a tender offer
or exchange offer by the Company) or a proxy contest in connection with the
election of members of the Board; (ii) a merger, consolidation, transfer or sale
of twenty percent (20%) or more of the book value of the gross assets of the
Company measured at the time of such merger, consolidation, transfer or sale in
one (1) or more transactions; (iii) the acquisition by any person, directly or
indirectly, of the Beneficial Ownership of securities of the Company
representing twenty percent (20%) or more of the Outstanding Common Stock; or
(iv) any combination of the foregoing, Xx. Xxxxxxxx Xxxx is not a member of the
Board and a majority of the Board shall not consist of: (A) persons who were
directors of the Company on the effective date of the Company's initial public
offering of any class of its capital stock or, prior to such initial public
offering, persons who were directors of the Company as of December 1, 1996; or
(B) persons who were elected or nominated for election as directors with the
approval of a majority of the persons referred to in paragraph 14(c)(iv)(A)
above.
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15. MISCELLANEOUS.
(a) All notices required or permitted to be given hereunder shall be
in writing and shall be deemed given (i) when delivered in person at the
time of such delivery or by telecopy with receipt of transmission
indicating the date and time (provided, however, that notice delivered by
telecopy shall only be effective if such notice is also delivered by hand
or deposited in the United States mail, postage prepaid, registered or
certified mail, on or before two (2) business days after its delivery by
telecopy), (ii) when received if given by a nationally recognized overnight
courier service or (iii) two (2) business days after being deposited in the
United States mail, postage prepaid, registered or certified mail,
addressed as follows:
if to Xxxxxxxxx:
Xxxxx Xxxxxxxxx
00000 X. Xxx Xx.
Xxxxxx Xxxx, XX 00000
If to the Company:
Total Control Products, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Attn: Nic Gihl, President
Fax: (000) 000-0000
with a copy to:
X'Xxxxxx & Xxxxxx
00 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telecopier: (000) 000-0000
and/or to such other address or addressees as may be designated by notice
given in accordance with the provisions hereof.
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(b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors and permitted
assigns. As to Xxxxxxxxx, this Agreement is a personal service contract
and shall not be assignable by Xxxxxxxxx, but all obligations and
agreements of Xxxxxxxxx hereunder shall be binding upon and enforceable
against Xxxxxxxxx and Xxxxxxxxx'x personal representatives, heirs, legatees
and devices.
(c) The parties adopt the Recitals to this Agreement and agree and
affirm that construction of this Agreement shall be guided thereby; this
Agreement contains all of the agreements between the parties with respect
to the subject matter hereof; and this Agreement supersedes all other
agreements, oral or written, between the parties hereto with respect to the
subject matter hereof.
(d) No change or modification of this Agreement shall be valid unless
the same shall be in writing and signed by all of the parties hereto. No
waiver of any provisions of this Agreement shall be valid unless in writing
and signed by the waiving party. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a
continuing waiver, unless so provided in the waiver.
(e) If any provisions of this Agreement (or portions thereof) shall,
for any reason, be invalid or unenforceable, such provisions (or portions
thereof) shall be ineffective only to the extent of such invalidity or
unenforceability, and the remaining provisions of this Agreement (or
portions thereof) shall nevertheless be valid, enforceable and of full
force and effect.
(f) The section or paragraph headings or titles herein are for
convenience of reference only and shall not be deemed a part of this
Agreement.
(g) This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which taken together
shall constitute a single instrument.
(h) Notwithstanding anything to the contrary contained herein,
Xxxxxxxxx'x rights and obligations under Sections 6, 7, 8, 9 and 13 shall
survive the expiration or termination of this Agreement.
(i) This Agreement shall be governed and controlled as to validity,
enforcement, interpretation, construction, effect and in all other respects
by the laws of the State of Illinois applicable to contracts made in that
State (other than any conflict of laws rule which might result in the
application of the laws of any other jurisdiction).
(j) Xxxxxxxxx hereby expressly submits and consents in advance to the
jurisdiction of the federal and state courts of the State of Illinois for
all purposes in connection with any action or proceeding arising out of or
relating to this Agreement.
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(k) The Company shall require any successor (whether direct or
indirect and either by purchase, lease, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and/or
assets, by an agreement in substance and form satisfactory to Xxxxxxxxx, to
assume this Agreement and to agree expressly to perform this Agreement in
the same manner and to the same extent as the Company would be required to
perform it in the absence of a succession. Regardless of such assumption,
the Company shall remain liable for performance of this Agreement if the
successor corporation fails to perform this Agreement.
(l) All costs, including any legal fees and other expenses incurred
(including all such fees and expenses incurred by Xxxxxxxxx in contesting
or disputing any termination under this Agreement or in seeking to obtain
or enforce any of his rights or benefits under this Agreement), shall be
paid by the Company. All costs, including legal fees and other expenses
incurred in defending or asserting the validity and enforceability of this
Agreement against challenge by any person in any forum shall be paid by the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
/s/ Xxxxx Xxxxxxxxx
-------------------------------
Xxxxx Xxxxxxxxx
THE COMPANY:
TOTAL CONTROL PRODUCTS, INC.
By: /s/ Xxxxxxxx Xxxx
-------------------------
Nic Gihl, President
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