EXHIBIT 10.1 (a)
TRANSITION AND RETIREMENT AGREEMENT
THIS AGREEMENT, dated as of February 25, 2005, is between IDEX CORPORATION,
a Delaware corporation with its executive offices at 000 Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 (the "Corporation"), and XXXXXX X. XXXXXXXX (the
"Executive").
RECITALS:
A. The Executive is currently employed as the Chairman of the Board,
President and Chief Executive Officer of the Corporation pursuant to an
Employment Agreement dated April 14, 2000 (the "Employment Agreement").
B. The original term of the Employment Agreement expires on April 30, 2005
and Executive has indicated his desire to resign from his position as President
and Chief Executive Officer effective as of March 22, 2005, and to retire as
Chairman of the Board effective as of the later of March 31, 2006 or the date of
the Corporation's annual meeting of shareholders in 2006.
C. The Corporation desires that the Executive assist in the orderly
transition of leadership and management of the Corporation and the Executive is
willing to remain in an executive Chairman capacity in order to effect such
transition.
D. The Corporation desires to receive from the Executive a lengthening of
the period during which the Executive will not compete with the business of the
Corporation from two years to a five-year period.
E. The Corporation and the Executive desire to enter into this Agreement to
set forth the terms of Executive's continued employment and retirement from the
Corporation.
NOW, THEREFORE, in consideration of the promises and of the covenants
contained in this Agreement, the Corporation and the Executive agree as follows:
1. DEFINITIONS. The following definitions apply for purposes of this
Agreement.
(a) "Board of Directors" or "Board" means the Board of Directors of the
Corporation.
(b) "Cause" means a finding by the Board of Directors that any of the
following conditions exist:
(i) The Executive's willful and continued failure substantially to
perform his material duties under this Agreement (other than as a result of
his disability) if such failure is not substantially cured within 15 days
after written notice is provided to the Executive.
(ii) The Executive's willful breach in a substantive and material
manner of his fiduciary duty or duty of loyalty to the Corporation which is
injurious to the financial condition in more than a de minimus manner or
the business reputation of the Corporation.
(iii) The Executive's indictment for a felony offense under the laws
of the United States or any state thereof (other than for a violation of
motor or vehicular laws).
(iv) A material breach by the Executive of any restrictive covenant
contained in Sections 11 and 12 of this Agreement.
For purposes of this definition, no act or failure to act will be deemed
"willful" unless effected by the Executive not in good faith and without a
reasonable belief that his action or failure to act was in or not opposed to the
Corporation's best interests.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Corporation" means IDEX Corporation.
(e) "Effective Date" means March 22, 2005.
(f) "Fringe Benefits" means (i) medical, health and life insurance, and
(ii) other miscellaneous fringe benefits (including, but not limited to, the
personal accident plan at the level in effect on the date of termination, and
the use of the Corporation provided automobile or auto use allowance).
(g) "Retirement Date" means the later of March 31, 2006 or the date of the
Corporation's annual meeting of shareholders in 2006.
2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth in
this Agreement, the Corporation hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue employment as Chairman of
the Board on and after the Effective Date through and until his Retirement Date.
Subject to the terms and conditions set forth in this Agreement, as of the
Effective Date, the Executive will resign his position as President and Chief
Executive Officer of the Corporation. The Executive will perform those duties
and discharge those responsibilities as are commensurate with his position, and
as the
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Board of Directors may from time to time reasonably direct, commensurate with
his position. In connection with the performance of those duties, the
Corporation acknowledges that Executive may perform those duties at locations
other than the Corporation's executive office and it will not ordinarily require
the Executive to be present in the Corporation's executive office more than six
days per month. The Executive agrees to perform his duties and discharge his
responsibilities in a faithful manner and to the best of his ability and to use
all reasonable efforts to promote the interests of the Corporation. The
Executive may not accept other gainful employment except with the prior consent
of the Board of Directors. With the prior consent of the Board of Directors,
which will not be unreasonably withheld, the Executive may become a director,
trustee or other fiduciary of other corporations, trusts or entities.
Notwithstanding the foregoing, the Executive may manage his passive investments
and be involved in charitable, civic and religious interests so long as they do
not materially interfere with the performance of the Executive's duties
hereunder.
3. COMPENSATION.
(a) From the Effective Date through April 27, 2005, the Executive will
receive $31,153.85 in each bi-weekly payroll payment.
(b) Executive will receive $109,090.91 in each bi-weekly payroll payment
commencing with the May 11, 2005 payment and ending with payment made on or
prior to the earliest to occur of (i) Xxxxx 0, 0000, (xx) his termination by the
Corporation for Cause or (iii) his voluntary resignation. These payments will
not be considered "compensation" for purposes of the Corporation's Supplemental
Executive Retirement Plan and, to the extent these payments increase the
Executive's accrued benefit under the Corporation's Retirement Plan, such
increased accrued benefit will be an offset to the Executive's benefit under the
Corporation's Supplemental Executive Retirement Plan.
(c) Executive will not be entitled to participate in any bonus, long-term
or short-term equity or cash incentive compensation programs of the Corporation
in 2005 or 2006.
(d) The Corporation will deduct or withhold from all salary and from all
other payments made to the Executive pursuant to this Agreement, all amounts
that may be required to be deducted or withheld under any applicable Social
Security contribution, income tax withholding or other similar law now in effect
or that may become effective during the term of this Agreement.
4. OTHER BENEFITS AND TERMS. Except as otherwise provided, during the term
of Executive's employment through the Retirement Date, the Executive will be
entitled to the following other benefits and terms:
(a) The Executive will be entitled to participate in the Corporation's
health and medical benefit plans, any pension, profit sharing and retirement
plans, and any insurance policies or programs from time to time generally
offered to all or substantially all executive employees who are employed by the
Corporation. These plans, policies and programs are
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subject to change at the sole discretion of the Corporation. Notwithstanding the
foregoing, life insurance benefits will be provided at an amount not less than
one times base salary.
(b) The Executive will be entitled to any other fringe benefit from time to
time generally offered to all or substantially all senior executive employees
who are employed by the Corporation.
(c) The Corporation will provide the Executive with the use of an
automobile or an auto use allowance that is commensurate with his position.
(d) The Executive will be entitled to limited use of the Corporation's
aircraft for non-business purposes, not to exceed usage in excess of incremental
cost to the Corporation of $110,000 (the "Personal Use Limitation") during the
period May 1 ,2005 through the Retirement Date, and subject to the terms of the
Corporation's Aircraft Use Guidelines as amended from time to time. If Executive
relocates his residence outside of the State of Illinois, travel at the request
of the Corporation from his residence to the Corporation's executive office and
return travel to his residence will not be charged against the Personal Use
Limitation. Executive's use of the Corporation's aircraft to attend board
meetings of corporations or entities other than the Corporation will be charged
against the Personal Use Limitation. If the Executive's use of the Corporation's
aircraft is for business purposes, his spouse accompanying him on such travel
will not cause the use to be charged against the Personal Use Limitation.
(e) The Corporation will pay on behalf of or reimburse the Executive for
personal legal and financial advice in calendar year 2005 an amount not to
exceed $15,000 less amounts, if any, claimed by the Executive under the
Employment Agreement for 2005 prior to the Effective Date.
(f) Notwithstanding anything to the contrary, for purposes of determining
the Executive's benefits under the Corporation's Supplemental Executive
Retirement Plan, the Executive's "compensation" shall include income recognized
by him with respect to the Restricted Stock Award under Section 3(d) of the
Employment Agreement.
(g) Notwithstanding any provision in any stock option award agreement with
the Executive, with respect to options which first become exercisable within the
calendar month of March 2006, if Executive may not exercise those options or may
not sell shares of the Corporation's stock because of the Corporation's policies
restricting trading of shares by certain individuals, the Corporation will, in
its discretion, which will be exercised in a manner so as not to cause adverse
tax consequences to Executive under Section 409A of the Code, either (i) waive
the restrictions with respect to the Executive (ii) allow Executive to sell the
shares received on exercise to the Corporation, (iii) allow for the Executive to
sell the shares received on exercise in a private sale transaction or (iv)
provide that those options remain exercisable for a period of time, not to
exceed 30 days, following the date on which the Executive is no longer
restricted from trading shares of the Corporation.
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(h) Except as specifically provided in Section 8, or as required by law,
the Executive acknowledges that he, his spouse and dependents will not receive
health and medical benefits following any termination of his employment.
(i) If the Corporation does not amend its Supplemental Executive Retirement
Plan by December 15, 2005, to provide for distribution of benefits on separation
from service, the Corporation agrees to allow the Executive, in accordance with
the provisions of IRS Notice 2005-1 and any further similar guidance, to elect
to terminate his participation in the Supplemental Executive Retirement Plan in
2005 so that the amounts deferred under the Supplemental Executive Retirement
Plan would be distributed to him and causing such amounts to be included in
income in 2005.
(j) Condition (1) contained in Section 2(a) of The Restricted Stock Award
Agreement between the Corporation and the Executive dated April 14, 2000 is
hereby amended to read as follows:
1. Executive remains employed by IDEX as its Chairman of the Board,
and
5. VACATIONS. The Executive will be entitled to five weeks of paid vacation
each year. Unused vacation in any year may not be carried over to subsequent
years.
6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse the Executive
for expenses which the Executive may from time to time reasonably incur on
behalf of the Corporation in the performance of his responsibilities and duties
including, but not limited to, professional dues and attendance at professional
conferences.
7. PERIOD OF EMPLOYMENT. Subject to the provisions of this Section, the
period of employment of the Executive under this Agreement will begin on the
Effective Date and continue until the Retirement Date. Notwithstanding the
foregoing:
(a) The Executive's employment will automatically terminate upon the death
of the Executive.
(b) The Corporation may terminate the Executive's employment for Cause.
8. BENEFITS UPON TERMINATION OF EMPLOYMENT. The Corporation will provide to
the Executive the following benefits in connection with his termination of
employment:
(a) Retirement. In connection with the Executive's retirement, the
Corporation will provide the following:
(i) Additional Compensation. The Executive will receive payments of
$31,153.85 in each of 26 bi-weekly payroll payments commencing with the
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April 6, 2006 payment. If the Executive dies during the 26 bi-weekly
payroll period, the balance of the payments will be paid as provided in
Section 13.
(ii) Bonus. The Executive will receive a bonus payment equal to
$1,296,000 payable in one lump sum on April 1, 2006 (or as soon thereafter
as practicable). Of this amount, $324,000 will be considered "compensation"
for purposes of the Corporation's Supplemental Executive Retirement Plan.
(iii) Accrued Vacation. Executive will receive payment for accrued but
unused vacation, which payment will be equitably prorated based on the
period of employment through the Retirement Date. Payment for accrued but
unused vacation will be payable in one lump sum on the Retirement Date (or
as soon thereafter as practicable).
(iv) Accrued Benefits. Except as otherwise provided in this Agreement,
the Executive shall be entitled to such benefits as he has accrued under
the terms of the Corporation's employee benefit plans, including but not
limited to the Retirement Plan, Deferred Compensation Plan for Officers,
2001 Stock Plan for Officers and Supplemental Executive Retirement Plan (as
they may be reasonably amended by the Corporation to comply with the
provisions of Section 409A of the Code).
(b) Upon Termination Other Than For Cause. If Executive's employment is
terminated for any reason (including death or disability) other than termination
by the Corporation for Cause, the Corporation will provide the following:
(i) Salary And Fringe Benefits. The Executive, or the Executive's
successor as provided in Section 13, will receive the Executive's full
salary and Fringe Benefits through March 1, 2006. Any health or medical
Fringe Benefits for Executive or his dependents will be provided through
the Retirement Date.
(ii) Additional Benefits. The Executive, or the Executive's successor
as provided in Section 13, will receive those payments as provided under
Section 8(a).
(c) For Cause. Upon termination of the Executive's employment for Cause,
the Corporation will provide the following:
(i) Salary And Fringe Benefits. The Executive's base salary and Fringe
Benefits through the effective date of termination.
(ii) Accrued Vacation. The Executive will receive payment for accrued
but unused vacation, which payment will be equitably prorated based on the
period of active employment for that portion of the fiscal year in which
the
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Executive's termination of employment becomes effective. Payment for
accrued but unused vacation will be payable in one lump sum on the
effective date of the termination of employment (or as soon thereafter as
practicable).
(iii) Additional Benefits. The Executive will receive those payments
as provided under Section 8(a)(i), (ii) and (iv).
(d) Reduction In Fringe Benefits. Medical and health Fringe Benefits under
this Section will be reduced to the extent of any medical and health fringe
benefits provided by and available to the Executive from any subsequent
employer.
(e) Stock Options. If the employment of the Executive is terminated for
reasons of disability or death or in the event of a "Control Event" (as defined
in any Stock Option award agreement) after the Effective Date but prior to the
Retirement Date, all Stock Option award agreements between the Corporation and
the Executive are hereby amended to provide that, with respect to options that
were not yet exercisable at time of termination due to disability, death or
occurrence of a Control Event, only those options that would have become
exercisable in March 2006 will become exercisable on account of termination for
reason of disability, death or occurrence of a Control Event and the period in
which they may be exercised will expire thirty days following the Retirement
Date or, if later, in case of disability which results in the Executive being
unable to mange his own affairs or death, one year from the date the disability
occurs or of death.
(f) Compliance with Section 409A. Notwithstanding any other provision of
the Agreement, if necessary to comply with the requirements of Section 409A of
the Code, payment of benefits under this Agreement will not be made until six
months following the Executive's separation form service.
9. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided,
nothing in this Agreement will prevent or limit the Executive's continued
participation in any benefit, incentive, or other plan, practice, or program
provided by the Corporation and for which the Executive may qualify. Any amount
of vested benefit or any amount to which the Executive is otherwise entitled
under any plan, practice, or program of the Corporation will be payable in
accordance with the plan, practice, or program, except as specifically modified
by this Agreement.
10. NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will not be
obligated to seek other employment or to take other action to mitigate any
amount payable to him under this Agreement and, except as provided in Section
8(d), amounts owed to him hereunder shall not be reduced by amounts he may
receive from another employer.
11. CONFIDENTIALITY. During the course of his employment, the Executive
will have access to confidential information relating to the lines of business
of the Corporation, its trade secrets, marketing techniques, technical and cost
data, information concerning customers and suppliers, information relating to
product lines, and other valuable and confidential information relating to the
business operations of the Corporation not generally available to the
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public (the "Confidential Information"). The parties hereby acknowledge that any
unauthorized disclosure or misuse of the Confidential Information could cause
irreparable damage to the Corporation. The parties also agree that covenants by
the Executive not to make unauthorized use or disclosures of the Confidential
Information are essential to the growth and stability of the business of the
Corporation. Accordingly, the Executive agrees to the confidentiality covenants
set forth in this Section.
The Executive agrees that, except as required by his duties with the
Corporation or as authorized by the Corporation in writing, he will not use or
disclose to anyone at any time, regardless of whether before or after the
Executive ceases to be employed by the Corporation, any of the Confidential
Information obtained by him in the course of his employment with the
Corporation. The Executive shall not be deemed to have violated this Section 11
by disclosure of Confidential Information that at the time of disclosure (a) is
publicly available or becomes publicly available through no act or omission of
the Executive, or (b) is disclosed as required by court order or as otherwise
required by law, on the condition that notice of the requirement for such
disclosure is given to the Corporation prior to making any disclosure.
The Executive agrees that since irreparable damage could result from his
breach of the covenants in this Section, in addition to any and all other
remedies available to the Corporation, the Corporation will have the remedies of
a restraining order, injunction or other equitable relief to enforce the
provisions thereof. The Executive consents to jurisdiction in Lake County,
Illinois on the date of the commencement of any action for purposes of any
claims under this Section. In addition, the Executive agrees that the issues in
any action brought under this Section will be limited to claims under this
Section, and all other claims or counterclaims under other provisions of this
Agreement will be excluded.
In addition, the Executive has signed and is bound by the terms of the
Corporation's "Employee Inventions and Proprietary Information Agreement". To
the extent that the provisions of such agreement conflict with this Agreement,
the terms of this Agreement will be controlling.
12. NON-COMPETITION. In consideration of the compensation and other
benefits to be paid to the Executive under and in connection with this
Agreement, the Executive agrees that, beginning on the date of this Agreement
and continuing until the Covenant Expiration Date (as defined in Subsection (b)
below), he will not, directly or indirectly, for his own account or as agent,
employee, officer, director, trustee, consultant, partner, stockholder or equity
owner of any corporation or any other entity (except that he may passively own
securities constituting less than 1% of any class of securities of a public
company), or member of any firm or otherwise, (i) engage or attempt to engage,
in the Restricted Territory (as defined in Subsection (d) below), in any
business activity which is directly or indirectly competitive with the business
conducted by the Corporation or any Affiliate at the Reference Date (as defined
in Subsection (c) below), (ii) employ or solicit the employment of any person
who is employed by the Corporation or any Affiliate at the Reference Date or at
any time during the six-month period preceding the Reference Date, except that
the Executive will be free to employ or solicit the employment of any such
person whose employment with the Corporation or any Affiliate has
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terminated for any reason (without any interference from the Executive) and who
has not been employed by the Corporation or any Affiliate for at least six (6)
months, (iii) canvass or solicit business in competition with any business
conducted by the Corporation or any Affiliate at the Reference Date from any
person or entity who during the six-month period preceding the Reference Date
was a customer of the Corporation or any Affiliate or from any person or entity
which the Executive has reason to believe might in the future become a customer
of the Corporation or any Affiliate as a result of marketing efforts, contacts
or other facts and circumstances of which the Executive is aware, (iv) willfully
dissuade or discourage any person or entity from using, employing or conducting
business with the Corporation or any Affiliate or (v) intentionally disrupt or
interfere with, or seek to disrupt or interfere with, the business or
contractual relationship between the Corporation or any Affiliate and any
supplier who during the six-month period preceding the Reference Date shall have
supplied components, materials or services to the Corporation or any Affiliate.
Notwithstanding the foregoing, the restrictions imposed by this Section
shall not in any manner be construed to prohibit, directly or indirectly, the
Executive from serving as an employee or consultant of the Corporation or any
Affiliate.
For purposes of this Agreement, the following terms have the meanings given
to them below:
(a) "Affiliate" means any joint venture, partnership or subsidiary now or
hereafter directly or indirectly owned or controlled by the Corporation. For
purposes of clarification, an entity shall not be deemed to be indirectly or
directly owned or controlled by the Corporation solely by reason of the
ownership or control of such entity by shareholders of the Corporation.
(b) "Covenant Expiration Date" means the date which is five (5) years after
his Termination Date (as defined in this Section).
(c) "Reference Date" means (A) for purposes of applying the covenants set
forth in this Section at any time prior to the Termination Date, the then
current date, or (B) for purposes of applying the covenants set forth in this
Section at any time on or after the Termination Date, the Termination Date.
(d) "Restricted Territory" means anywhere in the world where the
Corporation or any Affiliate conducts or plans to conduct the business of the
Corporation or any other business activity, as the case may be, at the Reference
Date.
(e) "Termination Date" means the date of termination of the Executive's
employment with the Corporation; provided however that the Executive's
employment will not be deemed to have terminated so long as the Executive
continues to be employed or engaged as an employee or consultant of the
Corporation or any Affiliate, even if such employment or engagement continues
after the expiration of the term of this Agreement, whether pursuant to this
Agreement or otherwise.
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13. SUCCESSORS. This Agreement is personal to the Executive and may not be
assigned by the Executive other than by will or the laws of descent and
distribution. This Agreement will inure to the benefit of and be enforceable by
the Executive's legal representatives or successors in interest. Notwithstanding
any other provision of this Agreement, the Executive may designate a successor
or successors in interest to receive any amounts due under this Agreement after
the Executive's death. If he has not designated a successor in interest, payment
of benefits under this Agreement will be made to his wife, if surviving, and if
not surviving, to his estate. A designation of a successor in interest must be
made in writing, signed by the Executive, and delivered to the Corporation in
accordance with Section 17. Except as otherwise provided in this Agreement, if
the Executive has not designated a successor in interest, payment of benefits
under this Agreement will be made to the Executive's estate. This Section will
not supersede any designation of beneficiary or successor in interest made by
the Executive or provided for under any other plan, practice, or program of the
Corporation. This Agreement will inure to the benefit of and be binding upon the
Corporation and its successors and assigns. The Corporation will require any
successor (whether direct or indirect, by acquisition of assets, merger,
consolidation or otherwise) to all or substantially all of the operations or
assets of the Corporation or any successor and without regard to the form of
transaction used to acquire the operations or assets of the Corporation, to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no succession had
taken place. As used in this Agreement, "Corporation" means the Corporation and
any successor to its operations or assets as set forth in this Section that is
required by this clause to assume and agree to perform this Agreement or that
otherwise assumes and agrees to perform this Agreement.
14. BENEFIT CLAIMS. In the event the Executive, or his beneficiaries, as
the case may be, and the Corporation disagree as to their respective rights and
obligations under this Agreement, and the Executive or his beneficiaries are
successful in establishing, privately or otherwise, that his or their position
is substantially correct, or that the Corporation's position is substantially
wrong or unreasonable, or in the event that the disagreement is resolved by
settlement, the Corporation will pay all costs and expenses, including counsel
fees, which the Executive or his beneficiaries may incur in connection therewith
directly to the provider of the services or as may otherwise be directed by the
Executive or his beneficiaries. The Corporation will not delay or reduce the
amount of any payment provided for hereunder or setoff or counterclaim against
any such amount for any reason whatsoever; it is the intention of the
Corporation and the Executive that the amounts payable to the Executive or his
beneficiaries hereunder will continue to be paid in all events in the manner and
at the times herein provided. All payments made by the Corporation hereunder
will be final and the Corporation will not seek to recover all or any part of
any portion of any payments hereunder for any reason.
15. FAILURE, DELAY OR WAIVER. No course of action or failure to act by the
Corporation or the Executive will constitute a waiver by the party of any right
or remedy under this Agreement, and no waiver by either party of any right or
remedy under this Agreement will be effective unless made in writing.
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16. SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be enforceable under applicable law.
However, if any provision of this Agreement is deemed unenforceable under
applicable law by a court having jurisdiction, the provision will be
unenforceable only to the extent necessary to make it enforceable without
invalidating the remainder thereof or any of the remaining provisions of this
Agreement.
17. NOTICE. All written communications to parties required hereunder must
be in writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective four (4)
days after the date it is mailed) or (c) deposited with a reputable overnight
courier service (such couriered notice to be effective one (1) business day
after the date it is sent by courier) or (d) sent by facsimile transmission,
with confirmation sent by way of one of the above methods, to the party at the
address given below for the party (or to any other address as the party
designates in a writing complying with this Section, delivered to the other
party):
If to the Corporation:
IDEX Corporation
Xxxxx 000
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Vice President - General Counsel
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to:
Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx & Goodyear, LLP
0000 Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq. and Xxxxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to the Executive:
Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
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with a copy to:
Kronish Xxxx Xxxxxx & Xxxxxxx, LLP
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
18. MISCELLANEOUS. This Agreement (a) may not be amended, modified or
terminated orally or by any course of conduct pursued by the Corporation or the
Executive, but may be amended, modified or terminated only by a written
agreement duly executed by the Corporation and the Executive, (b) is binding
upon and inures to the benefit of the Corporation and the Executive and each of
their respective heirs, representatives, successors and assignees, except that
the Executive may not assign any of his rights or obligations pursuant to this
Agreement, (c) except as provided in Sections 4 and 11 of this Agreement,
constitutes the entire agreement between the Corporation and the Executive with
respect to the subject matter of this Agreement, and supersedes all oral and
written proposals, representations, understandings and agreements previously
made or existing with respect to such subject matter including, but not limited
to, the Employment Agreement and the Severance Agreement letter between the
Corporation and the Executive dated April 14, 2000, and (d) will be governed by,
and interpreted and construed in accordance with, the laws of the State of
Illinois, without regard to principles of conflicts of law.
19. TERMINATION OF THIS AGREEMENT. This Agreement will terminate when the
Corporation has made the last payment provided for hereunder; provided, however,
that the obligations set forth under Sections 8, 11, 12, and 14 of this
Agreement will survive any termination and will remain in full force and effect.
20. CONTINUATION OF OTHER AGREEMENTS. Except as specifically amended by
this Agreement, the following preexisting agreements between the Corporation and
the Executive shall remain in full force and effect and their survival will not
be affected by the termination of this Agreement : (i) Restricted Stock Award,
(ii) Stock Option Award Agreements, (ii) Indemnity Agreement, and (iv) Employee
Inventions and Proprietary Information Agreement.
21. MULTIPLE COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any party may execute
this Agreement by facsimile signature and the other party shall be entitled to
rely on such facsimile signature as evidence that this Agreement has been duly
executed by such party. Any party executing this Agreement by facsimile
signature shall immediately forward to the other party an original page by
overnight mail.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
IDEX CORPORATION
By:
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Xxxxx X. Xxxxxx
Vice President - General Counsel
and Secretary
EMPLOYEE
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Xxxxxx X. Xxxxxxxx
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