EMPLOYMENT AGREEMENT
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This Agreement is made as of the 1st day of May, 1999 between CENTRAL
SPRINKLER CORPORATION, a Pennsylvania corporation with its offices at 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 (the "Company"), and Xxxxx
Xxxxxxxxxx, an individual residing at 000 Xxxxxx Xxxx Xxxx, X. Xxxxx, XX 00000
(the "Employee").
RECITALS
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WHEREAS, the Company desires to employ Employee as an executive officer
of the Company; and
WHEREAS, Employee, agrees to be employed by the Company and the Company
accepts the employment of Employee, upon the terms, covenants and conditions
hereinafter set forth.
WITNESSETH:
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
each intending to be legally bound hereby, agree as follows:
1. Definitions.
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For all purposes of this Agreement, the following terms shall have the
meanings specified in this Section unless the context clearly otherwise
requires:
(a) "Actual EBIT" shall mean the Company's EBIT for any specified
period.
(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act.
(c) A Person shall be deemed the "Beneficial Owner" of any securities:
(i) that such Person or any of such Person's Affiliates or Associates, directly
or indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial Owner" of
securities tendered pursuant to a tender or exchange offer made by such Person
or any of such Person's Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange; (ii) that such Person or any of
such Person's Affiliates or Associates, directly or indirectly, has the right to
vote or dispose of or has "beneficial ownership" of (as determined pursuant to
Rule l3d-3 of the General Rules and
Regulations under the Exchange Act), including pursuant to any agreement,
arrangement or understanding, whether or not in writing; provided, however, that
a Person shall not be deemed the "Beneficial Owner" of any security under this
clause (ii) as a result of an oral or written agreement, arrangement or
understanding to vote such security if such agreement, arrangement or
understanding (A) arises solely from a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable provisions of the General Rules and Regulations under the
Exchange Act, and (B) is not then reportable by such Person on Schedule 13D
under the Exchange Act (or any comparable or successor report); or (iii) that
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person's
Affiliates or Associates) has any agreement, arrangement or understanding
(whether or not in writing) for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in the proviso to clause (ii)
above) or disposing of any voting securities of the Company; provided, however,
that nothing in this Section 1(b) shall cause a Person engaged in business as an
underwriter of securities to be the "Beneficial Owner" of any securities
acquired through such Person's participation in good faith in a firm commitment
underwriting until the expiration of 40 days after the date of such acquisition.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Business Combination" shall mean a reorganization, merger or
consolidation of the Company.
(f) "Change of Control" shall mean the occurrence of any one of the
following events:
(i) there occurs a change of control of the Company of a nature
that would be required to be reported in response to: (A) Item 1(a) of the
Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, or in any other filing under such law,
assuming that the Company would be subject to such provisions;
(ii) any Person, other than the Company, after the date hereof
becomes the Beneficial Owner of more than 50% of the Common Stock;
(iii) the Company is involved in a Business Combination with
respect to which all or substantially all of the Persons who were the respective
Beneficial Owners of the outstanding Common Stock immediately prior to such
Business Combination are not, following such Business Combination, Beneficial
Owners, directly or indirectly, of more than 50% of the then outstanding
shares of common stock and of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business Combination of
the outstanding Common Stock; or
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(iv)(A) Consummation of a complete liquidation or dissolution of
the Company or (B) sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to which,
following such sale or disposition, individuals and entities that are the
Beneficial Owners of more than 50% of the outstanding Common Stock are
substantially the same as the individuals and entities who were the Beneficial
Owners of the outstanding Common Stock immediately prior to such sale or
disposition in substantially the same proportion as their ownership of the
outstanding Common Stock immediately prior to such sale or disposition.
(g) "Cause" shall mean the failure of the Employee to observe or
perform (other than by reason of illness, injury or incapacity) any of the
material terms or provisions of this Agreement, willful misconduct, material
neglect of the Company's business, conviction of a felony or other crime
involving moral turpitude, misappropriation of funds or habitual insobriety.
(h) "Common Stock" shall mean the common stock of the Company.
(i) "Company Multiplier" shall mean the percentage determined by
reference to the chart below:
If the ratio between Actual EBIT Then the Company
and Targeted EBIT is: Multiplier is:
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Less than 80% 0%
Greater than or equal to 80% and less than 90% 60%
Greater than or equal to 90% and less than 95% 70%
Greater than or equal to 95% and less than 100% 75%
Greater than or equal to 100% and less than 105% 100%
Greater than or equal to 105% and less than 110% 105%
Greater than or equal to 110% and less than 120% 110%
Greater than or equal to 120% and less than 130% 120%
Greater than or equal to 130% 130%
(j) "EBIT" shall mean earnings before interest and taxes calculated in
accordance with generally accepted accounting principles consistently applied,
but specifically excluding unusual items and Incentive Compensation.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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(l) "Performance Factor" shall mean a percentage, established by the
Board in its sole discretion, which reflects the Board's evaluation of the
performance of the Employee in meeting the stated goals of the Company.
(m) "Person" shall mean any natural person, business trust,
corporation, partnership, limited liability company, joint stock company,
proprietorship, association, trust, joint venture, unincorporated association or
any other legal entity of whatever nature.
(n) "Severance" shall mean an obligation on the part of the Company, on
a monthly basis for the respective periods set forth herein, to (i) pay to the
Employee an amount equal to one twelfth of (A) the amount of the Employee's
Salary for the fiscal year immediately prior to an event triggering such Company
obligation plus (B) the amount of any Incentive Compensation the Employee
received during the fiscal year immediately prior to an event triggering such
Company obligation and (ii) continue to provide the Fringe Benefits to the
Employee provided, however, that such Fringe Benefits shall not continue in
effect for any period during which the Company is precluded from continuing the
Employee's participation in the plan or program under which any such Fringe
Benefit is provided by reason of any applicable law or regulation, including the
Federal tax law regarding discrimination.
(o) "Subsidiary" shall mean any corporation in which the Company,
directly or indirectly, owns at least 50% of the then outstanding voting
securities of such company entitled to vote generally in an election of such
company's directors, or an unincorporated entity of which the Company, directly
or indirectly, owns at least 50% of the profits or capital interests.
(p) "Targeted EBIT" shall mean the level of EBIT the Board shall
determine, in its sole discretion, for the purposes of calculating Incentive
Compensation.
2. Employment.
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The Company hereby employs the Employee, and the Employee hereby
accepts employment by the Company upon the terms and conditions set forth in
this Agreement. During the term of employment under this Agreement (the
"Employment Term"), the Employee shall perform such duties for the Company and
any of its Subsidiaries as are assigned from time to time by the Board or by
the President or CEO of the Company or their designee. The principal place of
employment of the Employee hereunder shall at all times during the Term be at
the offices of the Company in Lansdale, Pennsylvania, or other locations
reasonably acceptable to the Employee, in Employee's sole discretion.
3. Performance.
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The Employee shall devote his entire business efforts to the
performance of his duties hereunder; provided, however, that the Employee may
engage in personal investment activities so long as they do not interfere with
the performance of his duties hereunder.
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4. Term.
----
Unless otherwise terminated in accordance with Section 6, the
Employment Term shall be the period beginning on the date hereof and continuing
for a period of two years thereafter, and shall automatically renew for period
of one year unless one party gives written notice to the other at least three
months prior to the end of the initial two-year period, or at least three months
prior to the end of any one-year renewal period, that this Agreement shall not
be further extended. Section 7 shall not apply if Employment Term is ended by
this Section.
5. Compensation for Employment.
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(a) The basic annual rate of compensation of the Employee for his
employment services to the Company hereunder shall be $200,000 or such higher
amount as may be approved by the Board during the Employment Term (the
"Salary"), in accordance with the Company's payroll payment schedule in effect
from time to time, which the Company shall pay to the Employee in equal
installments every week.
(b) (i) In addition to the aforementioned Salary, the Company shall pay
to the Employee incentive compensation ("Incentive Compensation") equal
to the product of 35% percent of Base Salary multiplied by the Company
Multiplier and multiplied by the Performance Factor, subject to
adjustment as set forth below.
(ii) Incentive Compensation shall be calculated and paid quarterly.
After the end of any fiscal year, Incentive Compensation shall be
recalculated for the fiscal year just concluded and, if the Incentive
Compensation paid during the fiscal year exceeds Incentive Compensation
as calculated for the fiscal year, future Incentive Compensation
payments shall be reduced by the amount of such excess.
(iii) During fiscal year 1999 only, Incentive Compensation shall be
calculated with a minimum Performance Factor of 1.0.
(c) The Company shall provide the Employee with fringe benefits set
forth on Exhibit A (the "Fringe Benefits").
(d) If there is a Change of Control under subparagraphs (i)-(iii) of
Section 1(f) the Company shall pay to the Employee an amount equal to $100,000
within 180 days of the date of the occurrence of the event causing such a Change
of Control.
6. Termination.
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(a) Total Disability. If the Employee becomes totally disabled (as
defined below), the Employment Term may be terminated by the Company, and the
Company shall have no further
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liability or obligation to the Employee hereunder except as follows: the
Employee shall receive (i) any unpaid Salary, Incentive Compensation and Fringe
Benefits that have accrued through the date of termination; (ii) continued
Salary for three months following the date he is considered totally disabled and
(iii) whatever benefits that he may be entitled to receive under any then
existing disability benefit plans of the Company, including any such plans
included in the Fringe Benefits. For the purposes hereof, the Employee shall be
deemed to be "totally disabled" if the Employee is considered totally disabled
under the Company's group disability plan in effect at that time, if any, or in
the absence of any such plan, under applicable Social Security regulations. In
the event of any dispute as to the disability of the Employee under this Section
6(a), the Employee shall submit to a physical examination by a licensed
physician mutually satisfactory to the Company and the Employee, the cost of
such examination to be paid by the Company, and the determination of such
physician shall be determinative.
(b) Death. If the Employee dies, this Employment Agreement shall
terminate, and thereafter the Company shall not have any further liability or
obligation to the Employee, his executors, administrators, heirs, assigns or any
other person claiming under or through him except that the Employee's estate
shall receive any unpaid Salary, Incentive Compensation and Fringe Benefits that
have accrued through the date of termination.
(c) Cause. The Company may terminate the Employment Term for Cause by
giving the Employee 30 days' notice of the termination date, which notice shall
include a description of the nature of the Cause, and thereafter the Company
shall not have any further liability or obligation to the Employee, except that
the Employee shall receive any unpaid Salary that has accrued through the date
of termination, net of any liabilities that the Employee may have to the
Company.
(d) Termination by Employee. Employee may terminate the Employment Term
by giving the Company 30 days' notice of the termination date. The Company shall
not have any liability or obligation to the Employee, except that the Employee
shall receive any unpaid Salary that has accrued through the date of
termination, net of any liabilities that the Employee may have to the Company,
and the Employee shall receive Severance for 12 months and such payment shall
include consideration for compliance with Section 7.
(e) Termination Without Cause. The Company shall have the right to
terminate the Employment Term without Cause at any time by giving the Employee
30 days' notice of the termination date, and (i) if no Change of Control has
occurred within the six months prior to such termination, the Employee shall
receive Severance for 12 months, and (ii) if a Change of Control has occurred
within the six months prior to such termination, the Employee shall receive
Severance for 24 months and such payment shall include consideration for
compliance with Section 7.
The Employee shall not be entitled to any Severance under this Section 6 unless
the Employee executes and delivers to the Company after a notice of termination
a release in a form, by which the Employee releases the Company from any
obligations and liabilities of any type whatsoever,
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except for the Company's obligation to provide Severance under this Section 6 as
well any amounts reimbursable to the Employee in accordance with Company policy.
The parties hereto acknowledge that the Severance to be provided under this
Section 6 are to be provided in consideration for the above-specified release.
7. Non-Competition; Non-Solicitation.
---------------------------------
(a) During Employee's employment by the Company and, if Employee is
terminated for Cause or if the Employment Term is terminated pursuant to Section
6(d) or (e), for a period of one year after Employee's termination of
employment, Employee shall not, except with the prior written consent of the
Board, directly or indirectly, own, manage, operate, join, control, finance or
participate in the ownership, management, operation, control or financing of, or
be connected as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise with, or use or permit Employee's name
to be used in connection with, any business or enterprise in North America in
which Employee would be engaged in any selling any product competitive to that
sold by the Company and from which the Company receives at least 5% of its gross
revenues. Employee acknowledges that North America is the area in which the
Company presently does business.
(b) The foregoing restrictions shall not be construed to prohibit the
ownership by Employee of less than 5% of any class of securities of any
corporation which is engaged in any of the foregoing businesses having a class
of securities registered pursuant to the Exchange Act, provided that such
ownership represents a passive investment and that neither Employee nor any
group of persons including Employee in any way, either directly or indirectly,
manages or exercises control of any such corporation, guarantees any of its
financial obligations, otherwise takes any part in its business, other than
exercising Employee's rights as a shareholder, or seeks to do any of the
foregoing.
(c) During Employee's employment by the Company and, if Employee is
terminated for Cause or if the Employment Term is terminated pursuant to Section
6(d) or (e), for a period of one year after Employee's termination of
employment, Employee shall not, except with the prior written consent of the
Board, directly or indirectly, (i) solicit, divert, take away, or attempt to
solicit, divert or take away, any of the Company's "Principal Customers,"
defined for the purposes hereof to include any customer of the Company, from
which $100,000 or more of annual gross revenues are derived at such time, or
(ii) encourage any Principal Customer to reduce its patronage of the Company.
(d) During Employee's employment by the Company and, if Employee is
terminated for Cause or if the Employment Term is terminated pursuant to Section
6(d) or (e), for a period of one year after Employee's termination of
employment, Employee shall not, except with the prior written consent of the
Board, directly or indirectly, solicit or hire, or encourage the solicitation or
hiring of, any person who was a managerial or higher level employee of the
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Company at any time during the term of Employee's employment by the Company by
any employer other than the Company for any position as an employee, independent
contractor, consultant or otherwise. The foregoing covenant of Employee shall
not apply to any former employee of the Company after 12 months have elapsed
subsequent to the date on which such former employee's employment by the Company
has terminated.
8. Confidential Information.
------------------------
(a) The Employee has had and will have possession of or access to
confidential information relating to the business of the Company, including
writings, equipment, processes, drawings, reports, manuals, invention records,
financial information, business plans, customer lists, the identity of or other
facts relating to prospective customers, inventory lists, arrangements with
suppliers and customers, computer programs, or other material embodying trade
secrets, customer or product information or technical or business information of
the Company. All such information, other than any information that is in the
public domain through no act or omission of the Employee or which he is
authorized to disclose, is referred to collectively as the "Company
Information." During and after the Employment Term, the Employee shall not (i)
use or exploit in any manner the Company Information for himself or any person,
partnership, association, corporation or other entity other than the Company,
(ii) remove any Company Information, or any reproduction thereof, from the
possession or control of the Company or (iii) treat Company Information
otherwise than in a confidential manner.
(b) All Company Information developed, created or maintained by the
Employee, alone or with others while employed by the Company, and all Company
Information maintained by the Employee thereafter, shall remain at all times the
exclusive property of the Company. The Employee shall return to the Company all
Company information, and reproductions thereof, whether prepared by him or
others, that are in his possession immediately upon request and in any event
upon the completion of his employment by the Company.
9. Remedies.
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The Employee expressly acknowledges that the remedy at law for any
breach of Section 8 will be inadequate and that upon any such breach or
threatened breach, the Company shall be entitled as a matter of right to
injunctive relief in any court of competent jurisdiction, in equity or
otherwise, and to enforce the specific performance of the Employee's obligations
under these provisions without the necessity of proving the actual damage to the
Company or the inadequacy of a legal remedy. Subject to the remainder of this
Section 9, the rights conferred upon the Company by the preceding sentence shall
not be exclusive of, but shall be in addition to, any other rights or remedies
which the Company may have at law, in equity or otherwise.
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10. Indemnification.
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The Company shall indemnify and advance expenses to the Employee, to
the maximum extent permitted by applicable law, against all costs, charges and
expenses incurred or sustained by him in connection with any action, suit or
proceeding to which he may be made a party by reason of his being an officer,
director or employee of the Company or of any subsidiary or affiliate of the
Company. The Company shall provide, at its expense, directors and officers
insurance for the Employee in amounts reasonably satisfactory to the Employee.
The rights set forth in this Section 10 shall be in addition to any other rights
to indemnity to which Employee may be entitled.
11. No Mitigation; No Set-Off.
-------------------------
The Employee shall not be required to mitigate the amount of any
payment provided for hereunder by seeking other employment or otherwise, nor
shall the amount of any payment provided for hereunder be reduced by any
compensation earned by the Employee as the result of employment by another
employer after the date of termination of his employment by the Company. The
Company's obligations to pay the Employee the amounts provided hereunder shall
be absolute and unconditional and shall not be affected by any circumstances,
including any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Employee or anyone else.
12. Legal Costs.
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(a) In the event that either of the parties hereto files a complaint in
a court of competent jurisdiction for a breach of the terms hereof (a
"Litigation"), the Company shall advance the Employee monies for the reasonable
attorneys' fees, costs and expenses incurred by the Employee in connection a
Litigation as follows:
(i) the Employee shall make arrangements with his legal
counsel to receive detailed invoices of the services rendered by
such counsel in connection with a Litigation, in accordance with
such counsels normal billing practices,
(ii) upon the Employee's receipt of an invoice for legal
services rendered in connection with a Litigation, the Employee
shall forward such invoice to the Company, and
(iii) upon receipt of such an invoice, the Company shall
pay the invoice in accordance with the normal payment practices of
the Company.
(b) In the event that a Litigation is resolved in a manner that is
adverse to the Employee, in addition to any remedy available to the Company as a
result of the resolution of a Litigation, the Employee shall promptly pay to the
Company the full amount of any payments made by the Company pursuant to this
Section 12.
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(c) IN THE EVENT EMPLOYEE SHALL FAIL TO FULLY REIMBURSE THE COMPANY FOR
ANY AMOUNTS ADVANCED BY EITHER OF THEM TO EMPLOYEE PURSUANT TO THIS SECTION 12,
WITHIN 10 DAYS AFTER THE SAME SHALL BE DUE AND PAYABLE AND WRITTEN DEMAND
THEREFOR SHALL HAVE BEEN MADE, EMPLOYEE HEREBY IRREVOCABLY AUTHORIZES AND
EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN PENNSYLVANIA, OR ELSEWHERE, TO
APPEAR FOR EMPLOYEE AND TO CONFESS AND ENTER JUDGMENT AGAINST EMPLOYEE AND IN
FAVOR OF THE COMPANY FOR THE FULL AMOUNT OWED TO THE COMPANY PURSUANT TO THIS
SECTION 12, WHICH AMOUNT MAY BE BEST ESTABLISHED BY AFFIDAVIT OF AN OFFICER OF
THE COMPANY TOGETHER WITH ANY UNPAID INTEREST THEREON, COSTS OF THE SUIT, AND AN
ATTORNEYS' FEE FOR COLLECTION OF 10% OF THE THEN-TOTAL OUTSTANDING AMOUNTS OF
ANY ADVANCES MADE TO EMPLOYEE PURSUANT TO THIS SECTION 12.
THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE
THEREOF, BUT JUDGMENT MAY BE CONFESSED AS MANY TIMES AND IN AS MANY
JURISDICTIONS AS MAY BE NECESSARY TO SECURE FULL SATISFACTION OF ANY AMOUNTS DUE
TO THE COMPANY PURSUANT TO THIS SECTION 12. SUCH POWERS MAY BE EXERCISED DURING
AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF THE TERM AND DURING AND AT ANY
TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM OF THIS AGREEMENT. JUDGMENT
HEREUNDER MAY BE CONFESSED ON THE ORIGINAL OR PHOTOCOPIES OF THIS AGREEMENT AND
THE JUDGMENT OR JUDGMENTS CONFESSED HEREUNDER SHALL BE WITHOUT ANY STAY OF
EXECUTION, ALL OF WHICH IS HEREBY WAIVED.
IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT, EMPLOYEE
HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND
ALL RIGHTS EMPLOYEE HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR A
HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE
STATE OF PENNSYLVANIA. IN NEGOTIATING AND EXECUTING THIS AGREEMENT, EMPLOYEE HAS
BEEN REPRESENTED BY SEPARATE COUNSEL AND FULLY UNDERSTANDS THE LEGAL EFFECT
HEREOF.
IN ADDITION TO ANY RIGHTS GRANTED HEREUNDER, THE COMPANY SHALL HAVE ALL
THE RIGHTS AND REMEDIES GRANTED BY APPLICABLE LAW, ALL OF WHICH SHALL BE
CUMULATIVE AND CONCURRENT, AND SHALL BE IN ADDITION TO EVERY OTHER SUCH RIGHT OR
REMEDY.
(d) The Company shall reimburse the Employee for all reasonable costs
and reasonable attorney's fees incurred by Employee in connection with the
preparation, negotiation, execution and delivery of this Agreement up to a
maximum amount of $10,000.
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13. Release; No Right of Action.
---------------------------
The Company hereby releases the Employee, his estate and his personal
representatives, and the Employee hereby releases the Company, its successors
and assigns, officers and directors, of and from any and all liabilities that
any such released party may have to any such releasing party with respect to any
actions or omissions prior to the date hereof; provided, however, that this
release shall not apply to any claims that may be asserted by the Employee
pursuant to any indemnity rights which Employee may have. The Company shall not
have any rights to take any action or otherwise refrain from taking action
against Employee hereunder as a result of any facts or circumstances occurring
or otherwise existing prior to the date hereof.
14. General.
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(a) Governing Law. The terms of this Agreement shall be governed by
the laws of the Commonwealth of Pennsylvania without regard to its provisions
concerning conflicts of laws.
(b) Company. For purposes of Sections 8 and 9, the term "Company" shall
be deemed to include any incorporated or unincorporated Subsidiaries and other
Affiliates of the Company.
(c) Binding Effect. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit and be enforceable by the
respective heirs, representatives, successors (including any successor as a
result of a merger or similar reorganization) and assigns of the parties hereto,
except that the duties and responsibilities of the Employee hereunder are of a
personal nature and shall not be assignable in whole or in part by the Employee.
(d) Notices. All notices required to be given under this Agreement
shall be in writing and shall be deemed to have been given when personally
delivered or when mailed by registered or certified mail, postage prepaid,
return receipt requested, or when sent by Federal Express or other overnight
delivery service, addressed to each party as set forth in the introduction to
this Agreement.
(e) Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements or understandings of the parties regarding
these matters, including any prior agreement between the Employee and the
Company. Any such prior agreement is hereby terminated as of the date hereof.
This Agreement may not be modified or amended in any way except in writing by
the parties hereto.
(f) Duration. Notwithstanding the termination of the Employment Term
and of the Employee's employment by the Company, this Agreement shall continue
to bind the parties for so long as any obligations remain under the terms of
this Agreement.
(g) Waiver. No waiver of any breach of this Agreement shall be
construed to be a waiver as to succeeding breaches.
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(h) Severability, If any provision of this Agreement or application
thereof to anyone under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision in any other jurisdiction.
(i) Interpretation. Unless the context of this Agreement clearly
requires otherwise, (a) references to the plural include the singular, the
singular the plural, the part the whole, (b) references to any gender include
all genders, (c) "including" has the inclusive meaning frequently identified
with the phrase "but not limited to" and (d) references to "hereunder" or
"herein" relate to this Agreement. The section and other headings contained in
this Agreement are for reference purposes only and shall not control or affect
the construction of this Agreement or the interpretation thereof in any respect.
Any reference to a party's being satisfied with any particular item or to a
party's determination of a particular item presumes that such standard will not
be achieved unless such party shall be satisfied or shall have made such
determination in its sole or complete discretion.
(j) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be binding as of the date first written above,
and all of which shall constitute one and the same instrument. Each such copy
shall be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto duly executed this Agreement as of the day and year first written
above.
CENTRAL SPRINKLER CORPORATION
By: /s/ E. T. Xxxxxxxx
-------------------------
Name: E. T. Xxxxxxxx
Title: CEO
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
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EXHIBIT A
Medical, dental, term life, short-term disability and travel accident
insurance coverage, all at levels comparable to those provided to other senior
officers of the Company.
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