EXHIBIT 10.4
THIS AGREEMENT, made effective 1st day of January, 1998, by and between
XXXXX X. XXXX, XX. (hereinafter "Executive"), and STANDARD COMMERCIAL
CORPORATION, a North Carolina corporation with principal offices in Wilson,
North Carolina (hereinafter "Company").
RECITALS:
WHEREAS, Company is primarily engaged in the business of purchasing,
processing and selling tobacco and wool at wholesale internationally and within
the United States of America, and
WHEREAS, the Company and the Executive desire to provide for
Executive's continued employment with Company as an executive, and
WHEREAS, Company is willing to employ the Executive and the Executive
is willing to accept such employment upon the terms and conditions set forth
herein.
NOW THEREFORE, the parties hereby agree as follows:
Section One - Employment of Executive/Duties
A. The Company hereby employs the Executive and the Executive agrees to
be employed by the Company in the capacity of Vice President, Secretary &
General Counsel, subject to the terms and conditions set forth herein. The
Executive will report to the President and CEO.
B. The Executive shall be responsible for keeping the corporate records
and provide legal counsel to the CEO and Board. The Executive is responsible for
all legal matters of the Corporation and will be responsible for co-ordinating
the work of the corporation's external counsel. This position is responsible for
keeping the official records of the corporation, including the minutes of all
board meetings and is responsible for maintaining all compliance, SEC and other
regulatory filings.
C. The Executive shall devote his time, skill, attention and best
efforts to the business of the Company. Such time of the Executive shall be
devoted as shall be reasonably required to promote and protect the best interest
of the Company. The Executive may serve as a director of or consultant to other
corporations only to the extent that such duties are known to and approved by
the CEO. The Executive shall not be restricted in making personal investments
unless they are prohibited under this Agreement or otherwise or they may detract
from the time and attention devoted to the business of the Company.
D. The Executive shall perform his employment duties at the principal
executive offices of the Company which are presently located in Wilson, North
Carolina.
The Executive shall not be required to relocate his residence during the term of
this Agreement. The Executive agrees that he will be required from time to time
to travel on behalf of Company to meet with customers, attorneys, accountants or
conduct such other business activity necessary to the conduct of the Company's
business or that of its affiliates and subsidiaries.
Section Two - Compensation
A. The Company shall pay Executive an Annual Base Salary at the rate of
two hundred twenty five thousand no/100ths Dollars ($225,000.00) per year,
payable in equal monthly installments unless the Company sets a different
periodic basis for payment of salaries, less deductions authorized by law. The
Company shall review the Executive's salary annually.
B. Executive shall be entitled to participate in the fringe benefit
program which the Company may establish and modify from time to time for the
benefit of all its executive and management employees, including, but not
limited to, health insurance, disability insurance, qualified stock option
plans, non-qualified stock option plans, qualified retirement plans,
non-qualified retirement plans, life insurance plans and executive incentive
compensation plans, provided that benefits shall not be duplicated for any
specific benefit afforded Executive under the terms of this Agreement.
Section Three - Vacation and Sick Leave
A. During the term of his employment hereunder, the Executive shall be
entitled to and receive as an additional benefit annual vacation leave of four
(4) weeks per year, during which time his compensation shall be paid in full.
Such vacation shall be taken by the Executive at such times as may be reasonably
mutually agreed upon by the Executive and the Company. Earned vacations not
taken in a calendar year may be accrued and carried forward to the following
calendar year, or for such longer period, if any, as shall be consistent with
the vacation policy of the Company for its executive officers. Any unused
vacation leave existing at the time the Executive ceases to be employed by the
Company shall be paid to him in cash at his then current Annual Base Salary.
B. The Executive shall also be eligible for, and receive as an
additional benefit, annual sick leave in accordance with the then existing rules
and regulations adopted and modified by the Company from time to time for its
executive officers.
Section Four - Restrictive Covenants and Confidentiality of Customer Lists and
Trade Secrets
A. The Executive agrees that during the term of his employment and
permanently following termination of such employment for any reason whatsoever,
he will not disclose to any person, firm, association, partnership, entity or
corporation, other than
in discharge of his duties hereunder or pursuant to order of court, any
governmental agency of the body, or at request of Company, any information the
disclosure of which is adverse to the business of the Company, including such
information related to: (1) the business operations or internal structure of
Company; (2) the customers of Company; (3) the financial condition of Company;
and (4) other information including but not limited to trade secrets, technical
data, sales figures and forecast, marketing analysis and studies, customer and
price lists, including any and all of the foregoing confidential information of
any affiliates or subsidiaries of Company. All papers and records of every kind,
including all memoranda, lists, tapes, notes, sketches, designs, plans, data and
other documents, whether made by Executive or not, relating to the business and
affairs of the Company, its successors, affiliates and subsidiaries or to any
business or field of investigation of Company which shall at any time come into
possession or control of the Executive, shall be surrendered to the Company, at
the Company's expense, upon written request received while either Executive is
in the employ of the Company or after such employment shall have ceased.
Section Five - Change of Control
Should there be a change in control of the Company either through a
sale of its stock or through a sale of its assets and the acquirer of control
does not offer the Executive employment acceptable to him, the Company shall pay
to the Executive a sum equal to two (2) years' salary based on Executive's then
Annual Base Salary. In addition, the Executive shall also be entitled to receive
at such time in one lump sum such portion of his Annual Base Salary earned prior
to date of such termination but then unpaid.
Section Six - Termination
A. The Company may at any time terminate this Agreement for cause. For
this purpose "cause" is defined to mean that Executive has (i) been guilty of
serious neglect or misconduct in carrying out his responsibilities and
obligations hereunder; or (ii) failed or refused faithfully and diligently to
perform the customary duties of his employment or failed to adhere to the
provisions of this Agreement; or (iii) failed or refused to comply with
reasonable policies, rules and regulations established from time to time by the
Company's Board of Directors, any duly authorised committee thereof or the CEO,
or (iv) has violated the provisions of Section 4 hereof.
B. The Company may at any time on thirty (30) days written advance
notice terminate this Agreement other than for cause, in which event the Company
shall for the two (2) years immediately following such termination continue to
pay to the Executive the equivalent, less deductions authorised by law, of his
Annual Base Salary at the time of such termination and shall continue to provide
the Executive at its cost with health and life insurance coverage equivalent to
that in effect for the Executive at the time of such termination. In addition,
the Executive shall also be paid in one lump sum such portion of his Annual Base
Salary earned prior to such to the date of such termination but then unpaid.
Section Seven - Miscellaneous
A. The Company shall indemnify Executive in his capacity as an
executive officer of the Company consistent with and subject to the terms and
conditions relating to indemnification contained in the Articles of
Incorporation and Bylaws of the Company. This indemnity obligation shall survive
the termination of this Agreement.
B. The Employment Agreement shall not be assignable by Executive nor
shall the duties under it be delegable by Executive, and shall inure to the
benefit of and be binding upon any corporate or other successors of the Company
which shall acquire, directly or indirectly, by merger, consolidation or
purchase or otherwise, all or substantially all of the assets of the Company,
and shall otherwise be binding upon the parties hereto, and their respective
heirs, executors, administrators, successors or assigns.
C. This Employment Agreement supersedes and cancels all prior
agreements and understandings between the parties and constitutes the entire
agreement between the parties.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have signed this Agreement as of the date first above written.
____________________________________
Xxxxx X. Xxxx, Xx.
STANDARD COMMERCIAL CORPORATION
By:_________________________________
President & CEO
