September 18, 2008 Mr. Timothy J. Cunningham [home address] [home address] Dear Tim:
EXHIBIT
10.1
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0000 Xxxxx Xxxxx
Xxxx T 000 000
0000
Xxx
Xxxxxxx, XX 00000 XXX F 000 000 0000
xxxxxx.xxx
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September
18, 2008
Xx.
Xxxxxxx X. Xxxxxxxxxx
[home
address]
[home
address]
Dear
Xxx:
On behalf
of Schawk, Inc. (the “Company”), I am
pleased to confirm the terms of your employment arrangement in this letter
agreement (the “Agreement”).
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1.
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Term of
Employment. Your employment with the Company under this
Agreement shall be for a period commencing on September 18, 2008 (the
“Effective
Date”) and ending as provided in Section 7 hereof (the “Employment
Term”).
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2.
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Title and
Duties. During the Employment Term, you will serve as
Executive Vice President and Chief Financial Officer of the Company,
reporting to the Board of Directors of the Company (the “Board”), with
such duties and responsibilities as are customarily assigned to such
position, and such other duties and responsibilities not inconsistent
therewith as may from time to time be assigned to you by the
Board. During the Employment Term, you agree that you will
devote substantially all of your business time, energy, and skill to the
business of the Company and shall use your reasonable best efforts to
promote the Company’s best
interest.
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3.
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Compensation.
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(a)
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Base
Salary. During the Employment Term, you will receive an
annual base salary of $375,000, payable in accordance with the Company’s
regular payroll practices. Your performance and salary will be
reviewed annually consistent with other senior executives of the
Company. Your base salary, as increased from time to time,
shall be referred to herein as the “Base
Salary.”
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(b)
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Annual
Bonus.
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(i)
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For
the period beginning on the Effective Date and ending on December 31,
2008, you will be eligible for a bonus of $125,000, payable in January
2009 (the “2008
Bonus”). Whether or not the 2008 Bonus is earned shall
be based upon the achievement of certain performance goals and objectives
as mutually determined by the Chief Executive Officer of the Company and
you.
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(ii)
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The
Company will not pay the portion of the Xxxxx Bonus you would be eligible
to receive in September 2008 with respect to the services provided by you
as a partner in the Chicago practice of Xxxxx,
LLC.
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(iii)
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Starting
on January 1, 2009, during the Employment Term, you will be eligible to
participate in the Schawk AIP program, as described in the Company’s 2008
Proxy per the terms in place from time to time. The AIP program
will provide the opportunity for you to earn an annual bonus at the rates
set forth in the AIP program. As of the Effective Date, the
rates for you are currently 40% of Base Salary at Threshold, 60% of Base
Salary at Target, and 90% of Base Salary at
Maximum.
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Except as explicitly set
forth herein, all bonuses are discretionary and are not earned until
approved by the Board or the Compensation Committee of the Board. Bonuses
will be payable only if you are in the Company’s employ on the regular or
specifically described bonus payment date. Bonuses, if any,
will be paid as soon as practicable, but no later than March 15th
following the end of the calendar year in which the bonus was
earned.
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(c)
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Annual Incentive
Compensation. Starting on January 1, 2009, during the
Employment Term, you will be eligible to participate in any annual or
long-term, cash or equity based, incentive plan or other arrangements of
the Company provided to Executive Vice Presidents and other senior
executives of the Company, as they exist from time-to-time, including the
Schawk, Inc. 2006 Long-Term Incentive Plan (together with any additional
and successor Company compensation plans, the “Schawk 2006
LTIP”). Each award granted under the Schawk 2006 LTIP
shall be evidenced by an award agreement that shall specify the terms and
conditions of each award granted, which terms and conditions shall be
those customarily provided for such awards to senior executives of the
Company, except as otherwise provided
herein.
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(d)
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Sign-On
Award. On the Effective Date, you will receive a “Sign-On Award”
of equity securities having a value equal to a total of $375,000 (the
“$375,000
Value”) consisting of the following awards issued under the Schawk
2006 LTIP:
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(i)
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31,250 stock options priced at the date of this Agreement, and |
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(ii)
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12,500 shares of restricted stock, |
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subject
to your execution of the grant agreements. Each award granted
under the Sign-On Award will be subject to a three (3) year cliff vesting
schedule with 100% vesting on the third anniversary of the Effective Date
and will be evidenced by an award agreement that shall specify the terms
and conditions of each award granted, which terms and conditions shall be
those customarily provided for such awards to senior executives of the
Company, except as otherwise provided
herein.
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(e)
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Change in
Control. During the Employment Term, upon a Change in
Control of the Company (as defined below), you shall receive accelerated
vesting of (and if applicable, have the right to exercise) 100% of any
then-unvested equity and other awards issued under Schawk 2006 LTIP held
by you immediately prior
to
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the
Change in Control. Any and all stock options issued under the
Schawk 2006 LTIP that vest pursuant to this subsection (e) shall remain
exercisable for a minimum of 120 days following the vesting date and, to
the extent that any award incorporates a performance element that has not
previously been measured, target performance shall be deemed to have been
achieved. For purposes of this Agreement, “Change in
Control” means the same definition as set forth in the Schawk 2006
LTIP as of the Effective
Date.
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4.
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Employee
Benefits. During the Employment Term, you will be
eligible to participate in the Company’s medical plan and other employee
benefit programs at the same level as such benefits are generally provided
by the Company from time to time to other senior executives of the
Company. Your eligibility for all such programs and plans is
determined under the terms of those programs/plans as applied
generally. The Company’s benefit programs, compensation
programs, and policies are reviewed from time to time and may be modified,
amended or terminated at any time. Notwithstanding the
foregoing, you and your wife and other eligible dependents shall, on the
Effective Date, be fully and immediately covered under the Company’s
medical and other health plans without regard to waiting periods or
exclusions for pre-existing
conditions.
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5.
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Expenses and Other
Benefits.
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(a)
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Expenses. During
the Employment Term, the Company will reimburse you for all reasonable
business expenses incurred by you in the performance of your duties to the
Company, submitted and processed in accordance with the Company’s expense
reimbursement policy.
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(b)
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Vacation. During
the Employment Term, you will be entitled to four (4) weeks of paid
vacation each calendar year, which shall be earned in full on the first
day of the calendar year. For the period from the Effective
Date through December 31, 2008, however, you will be entitled to two (2)
weeks of paid vacation, which will be earned in full on the Effective
Date. In the event that you do not use all of your accrued
vacation days in any period, such unused vacation days will carry over
into subsequent periods; provided, however, that no more than an aggregate
of four (4) weeks of unused vacation will be permitted to so carry
over.
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(c)
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Perquisites. During
the Employment Term, you shall be provided with the opportunity to receive
or participate in perquisites and other benefits on a comparable basis as
such perquisites are generally provided by the Company from time to time
to other senior executives of the
Company.
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(d)
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Indemnification. The
Company shall during the Employment Term and all applicable statute of
limitation periods: (i) indemnify you to the maximum extent allowed under
Illinois law and the Company’s governing documents, and (ii) provide
coverage for you under a directors’ and officers’ liability insurance
policy in a form at least as comprehensive as, and in an amount that is at
least equal to, that maintained by the Company at such time for any
officer or director of the Company.
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6.
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Compliance with
Policies. Subject to the terms of this Agreement, you
agree that you will comply in all material respects with all policies and
procedures applicable to similarly situated employees of the Company,
generally and specifically; provided that any such failure to comply shall
not be an event constituting “Cause” for termination of employment except
to the extent specifically provided in Section 7(d)
hereof.
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7.
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Termination of
Employment. Notwithstanding any other provision of the
Agreement, your employment hereunder shall terminate upon the occurrence
of any of the following events: (i) the effective date of your
voluntary resignation with or without Good Reason (as defined below in
Section 7(e)); (ii) termination of employment by the Company due to your
Disability (as defined below in Section 7(f)) or death; or (iii)
termination of employment by the Company, with or without Cause (as
defined below in Section 7(d)).
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(a)
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Termination with Cause or
Voluntary Resignation Without Good Reason. If you are
terminated by the Company with Cause or you voluntarily resign without
Good Reason, you shall be entitled to receive as soon as reasonably
practicable after your date of termination or such earlier time as may be
required by applicable statute or
regulation:
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(i)
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your
earned but unpaid Base Salary through the date of
termination;
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(ii)
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payment
in respect of any vacation days accrued but unused through the date of
termination; and
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(iii)
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reimbursement
for all business expenses properly incurred in accordance with Company
policy prior to the date of termination and not yet reimbursed by the
Company. The aggregate benefits payable pursuant to clauses
(i), (ii), and (iii) hereafter referred to as the “Accrued
Obligations.”
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Except as provided herein, you shall have no further rights to any compensation (including any Base Salary) or any other benefits under this Agreement. All other accrued and vested benefits, if any, due to you following your termination of employment shall be determined and paid in accordance with the applicable plans, policies, and practices of the Company and any award or other agreements relating to such benefits. |
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(b)
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Termination without
Cause or
Voluntary Resignation With Good Reason. If you are
terminated by the Company other than for Cause or as a result of
your Disability or death, or if you voluntarily resign with Good
Reason, you shall receive:
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(i)
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the
Accrued Obligations; and
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(ii)
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subject
to Section 7(g),
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(A)
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severance
pay of one (1) times Base Salary, payable in accordance with the Company’s
regular payroll practices;
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(B)
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a
pro-rata bonus (based on the number of days elapsed in the current bonus
measurement period), if any, for the year in which termination of
employment occurred, based on the target bonus for such year, payable no
later than 2 weeks following the effective date of
termination;
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(C)
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immediate
accelerated vesting of (and if applicable, have the right to exercise)
100% of any then-unvested equity and other awards issued under Schawk 2006
LTIP; and
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(D)
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contingent
upon your election of COBRA continuation coverage, the continuation of
coverage under the same health benefit plans that you and your dependents
were covered under prior to termination of employment with the Company to
pay the full cost of the health insurance premiums for such COBRA coverage
until the first of the following events occurs: (I) the one (1) year
anniversary following your termination of employment or (II) the date you
become eligible for coverage under another employer group
plan.
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Except as provided herein,
you shall have no further rights to any compensation (including any Base
Salary) or any other benefits under this Agreement. All other
accrued and vested benefits, if any, due to you following your termination
of employment pursuant to this Section 7(b) shall be determined and paid
in accordance with the plans, policies and practices of the Company and
any award or other agreements relating to such
benefits. Notwithstanding the foregoing, any and all stock
options issued under the Schawk 2006 LTIP that vest pursuant to subsection
(C) above shall remain exercisable for a minimum of 120 days following the
vesting date and, to the extent that any award described in subsection (C)
above incorporates a performance element that has not previously been
measured, target performance shall be deemed to have been
achieved. Payments and benefits provided pursuant to this
Section 7(b) shall be subject to Section 7(h) below, if applicable. The
payments and benefits provided in this Section 7(b) are in lieu of
payments and benefits under any other severance arrangement of the
Company.
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(c)
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Termination as a Result of
Disability or Death. If you are terminated by the
Company as a result of your Disability or death, you or your estate,
personal representative or surviving spouse, as the case may be, shall
receive:
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(i)
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the
Accrued Obligations;
and
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(ii)
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subject
to Section 7(g),
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(A)
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a
pro-rata bonus (based on the number of days elapsed in the current bonus
measurement period), if any, for the year in which termination of
employment occurred, based on the target bonus for such year, payable no
later than 2 weeks following the effective date of
termination;
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(B)
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immediate
accelerated vesting of (and if applicable, have the right to exercise)
100% of any then-unvested equity and other awards issued under Schawk 2006
LTIP; and
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(C)
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contingent
upon your or your spouse’s election of COBRA continuation coverage, the
continuation of coverage under the same health benefit plans that you and
your dependents were covered under prior to termination of employment with
the Company to pay the full cost of the health insurance premiums for such
COBRA coverage until the first of the following events occurs: (I) the one
(1) year anniversary following your termination of employment or (II) the
date you become eligible for coverage under another employer group
plan.
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Except as provided herein,
you shall have no further rights to any compensation (including any Base
Salary) or any other benefits under this Agreement. All other
accrued and vested benefits, if any, due to you following your termination
of employment pursuant to this Section 7(c) shall be determined and paid
in accordance with the plans, policies and practices of the Company and
any award or other agreements relating to such
benefits. Notwithstanding the foregoing, any and all stock
options issued under the Schawk 2006 LTIP that vest pursuant to subsection
(B) above shall remain exercisable for a minimum of 120 days following the
vesting date and, to the extent that any award described in subsection (B)
above incorporates a performance element that has not previously been
measured, target performance shall be deemed to have been
achieved. Payments and benefits provided pursuant to this
Section 7(c) shall be subject to Section 7(g) below, if applicable. The
payments and benefits provided in this Section 7(c) are in lieu of
payments and benefits under any other severance arrangement of the
Company.
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(d)
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“Cause” for termination
by the Company of your employment with the Company means any of the
following:
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(i)
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your
conviction of, or plea of guilty or no contest to (A) a misdemeanor
involving material dishonesty in connection with your job duties, fraud,
or moral turpitude, or (B) a
felony;
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(ii)
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your
willful malfeasance, willful misconduct or gross negligence in connection
with your duties to the
Company;
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(iii)
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your
willful and continued failure to substantially perform your duties to the
Company (other than any such failure resulting from incapacity due to
Disability), which failure is not remedied earlier than thirty (30) days
after a written demand for substantial performance is delivered to you by
the Board which specifically identifies the manner in which the Board
believes that you have not substantially performed your
duties;
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(iv)
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your
willful engaging in illegal conduct or gross misconduct which is
materially injurious to the business or reputation of the Company;
or
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(v)
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your
material willful breach of any of the restrictive covenants set forth in
this Agreement.
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For purposes of this
definition, no act or failure to act on your part shall be considered
“willful” unless it is done, or omitted to be done, by you in bad faith or
without reasonable belief that your action or omission was in the best
interests of the Company. The Company shall give written notice
to you of the termination for Cause, which shall state the particular act
or acts or the failure or failures to act that constitute the grounds on
which the Cause termination is based. You shall have thirty (30) days upon
receipt of the notice in which to cure such conduct, to the extent such
cure is possible.
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(e)
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“Good Reason” for
termination by you of your employment means the occurrence (without your
express written consent) of any one of the following acts by the Company
or failures by the Company to act:
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(i)
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a
reduction in Base Salary or a reduction in the bonus rates set forth in
the Schawk AIP, or any replacement bonus plan, below those described in
Section 3(b)(iii) above except, solely with respect to bonuses, in cases
where due to poor economic performance or uncertainty the Board of
Directors of the Company suspends the bonus plan for executive
management;
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(ii)
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the
Company’s failure to require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company expressly in writing to
assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would have been required to perform it if no
such succession had taken place;
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(iii)
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the
Company’s requiring you to be based at, or perform your principal
functions at, any office or location other than a location within thirty
(30) miles of the Company’s Des Plaines, Illinois headquarters
office;
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(iv)
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the
assignment to you of any duties inconsistent in any material respect with
your position or any material diminution in your authority, duties or
responsibilities; or
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(v)
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a material breach by the Company of this Agreement. |
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Prior to your right to
terminate this Agreement for Good Reason, you shall give written notice to
the Company of your intention to terminate your employment on account of a
Good Reason. Such notice shall state the particular act or acts
or the failure or failures to act that constitute the grounds on which
your Good Reason termination is based. The Company shall have
thirty (30) days (five (5) days in the case of a breach by the Company of
this Agreement relating to the payment of compensation) upon receipt of
the notice in which to cure such conduct, to the extent such cure is
possible.
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(f)
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“Disability” means your
inability to perform your normal duties as a result of any physical or
mental injury or ailment for (i) any consecutive ninety (90)-day
period or (ii) any one hundred eighty (180) calendar days (whether or
not consecutive) during any three hundred sixty-five (365) calendar day
period.
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(g)
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Release. Notwithstanding
any other provision of this Agreement to the contrary, you acknowledge and
agree that any and all payments to which you are entitled under this
Section 7 which are described as being subject to this
Section 7(g) are conditioned upon and subject to your (or in the case
of your death, your personal representative’s) execution of, and not
having revoked within any applicable revocation period, a general release
and waiver, in such reasonable and customary form as shall be prepared by
the Company, of all claims you or your estate may have against the Company
and its directors, officers, subsidiaries and affiliates, except as to
(i) matters covered by provisions of this Agreement that expressly
survive the termination of this Agreement and (ii) rights to which
you are entitled by virtue of your participation in the employee benefit
plans, policies and arrangements of the
Company.
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(h)
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Code Section 409A
Compliance. Notwithstanding the above, if necessary to
avoid incurring penalties under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”),
payments and benefits due under this Section 7 shall not be provided
to you during the six (6) month period immediately following your
termination; provided, however, that on the first business day following
the date six (6) months after your termination, a lump-sum catch-up
payment shall be made to you for amounts not paid during the six (6) month
delay.
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(i)
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No Mitigation or
Offset. You shall not be required to mitigate the amount
of any payments provided for under this Agreement by seeking other
employment. No amounts paid to or earned by you following termination of
your employment shall reduce or be set off against any amounts payable to
you under this Agreement, nor will any payments otherwise due to you
hereunder be subject to offset in respect of any claims that the Company
may assert against you.
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8.
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Return of
Materials. Upon the
termination of your employment, you shall return to the Company all
Company property, including all materials furnished to you during your
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employment
(including but not limited to keys, electronic communication devices,
files and identification cards) and all Company-related materials created
by you during your employment with the Company. In addition,
upon the termination of your employment, you will provide the Company with
all passwords and similar information which will be necessary for the
Company to access materials on which you worked or to otherwise continue
in its business.
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9.
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Confidentiality. In
the course of your employment with the Company, you will be given access
to and otherwise obtain knowledge of certain trade secrets and
confidential and proprietary information pertaining to the business of the
Company and its affiliates. Other than in the course of
properly performing your duties for the Company, during the Employment
Term and thereafter, you will not, directly or indirectly, without the
prior written consent of the Company, disclose or use for the benefit of
any person, corporation or other entity, including yourself, any trade
secrets or other confidential or proprietary information concerning the
Company or its affiliates, including, but not limited to, information
pertaining to clients, services, products, earnings, finances, operations,
marketing, methods or other activities; provided, however, that the
foregoing shall not apply to information which is of public record or is
generally known, disclosed or available to the general public or the
industry generally (other than as a result of your breach of this covenant
or the breach by another employee of his or her confidentiality
obligations). Notwithstanding the foregoing, you may disclose
such information as is required by law during any legal proceeding or to
your personal representatives and professional advisers as is required for
purposes of rendering tax or legal advice, and, with respect to such
personal representatives and professional advisers, you shall inform them
of your obligations hereunder and take all reasonable steps to ensure that
such professional advisers do not disclose the existence or substance
thereof. Further, other than in the course of performing your
duties in good faith for the Company, you shall not, directly or
indirectly, remove from the Company’s premises any documents, records,
computer disks or files, computer printouts, business plans or any copies
or reproductions thereof, or any information or instruments derived
therefrom, arising out of or relating to the business of the Company and
its affiliates or obtained as a result of your employment with the
Company.
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10.
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Non-Solicitation/Non-Competition.
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(a)
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Without
the prior written consent of the Company, during the Employment Term and
for a period of twelve (12) months after the termination of your
employment with the Company for any reason, you shall
not:
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(i)
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become
engaged in or otherwise become interested in, directly or indirectly
(whether as an owner, officer, employee, consultant, director,
stockholder, or otherwise), any company, enterprise or entity that, in any
market served by the Company, provides, or has made substantial
preparation to provide, services or products that compete with any portion
of the Company’s business, other than as a holder of not more than two
percent (2%) of the equity securities of any such company, enterprise or
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entity the equity securities of which are listed on a national securities exchange; |
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(ii)
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for
the purpose of providing services or products similar to those provided by
the Company in the conduct of the business, directly or indirectly
solicit, or assist any other person in soliciting, any customer of the
Company (x) with whom you had contact during your employment with the
Company, (y) about which you learned non-public information during
your employment with the Company, or (z) whose account you oversaw
during your employment with the Company;
or
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(iii)
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for
purposes of employment with an entity other than the Company, directly or
indirectly solicit, or assist any other person in soliciting, any person
who was an employee of the Company or its affiliates as of your
termination of employment with the Company, or any person who, as of such
date, was in the process of being recruited by the Company or its
affiliates to become an employee of the Company or its affiliates (each
such person, a “Protected
Employee”), or induce any Protected Employee to terminate his or
her employment with the Company or its
affiliates.
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(b)
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You
acknowledge that the protections of the Company set forth in this
Section 10 are fair and reasonable. You agree that
remedies at law for a breach or threatened breach of the provisions of
this Section 10 would be inadequate and, therefore, the Company shall
be entitled, in addition to any other available remedies, without posting
a bond, to equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction, or any other
equitable remedy that may be then
available.
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11.
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Cooperation. You
agree that during the Employment Term or following a termination of
employment for any reason, you shall, upon reasonable advance notice,
reasonably assist and cooperate with the Company with regard to any
investigation or litigation related to a matter or project in which you
were involved during your employment. The Company shall
reimburse you for all reasonable and necessary out-of-pocket expenses
related to your services under this Section 11 within thirty (30) days of
you submitting to the Company appropriate receipts and expense
statements.
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12.
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Tax
Issues.
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(a)
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Withholding. All
payments to be made to you by the Company shall be subject to withholding
as reasonably determined by the Company pursuant to applicable law and
regulation.
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(b)
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Code
Section 409A. It is intended that any amounts
payable under this Agreement and the Company’s and your exercise of
authority or discretion hereunder shall comply with Code Section 409A
(including the Treasury regulations and other published guidance relating
thereto) so as not to subject you to the payment of any interest or
additional tax imposed under Code
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Section 409A. To
the extent any amount payable to you from the Company, per this Agreement
or otherwise, would trigger the additional tax imposed by Code
Section 409A, the payment arrangements shall be modified to avoid
such additional tax. This provision includes, but is not
limited to, Treasury Regulation Section 1.409A-3(g)(2), relating to a
six-month delay in payment of deferred compensation to a “specified
employee” (as defined in the Treasury Regulations under Section 409A)
upon a separation from service, to the extent
applicable.
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13.
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Other Legal
Matters.
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(a)
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No Other
Agreements/Obligations. You have advised the Company
that your execution and performance of the terms of this Agreement do not
and will not violate any other agreement binding on you or the rights of
any third parties and you understand that in the event this advice is not
accurate the Company will not have any obligation to you under this
Agreement. The Company acknowledges that its employment
of you will obligate it to make certain payments to Xxxxx, LLC in
accordance with the Company’s agreements with Xxxxx,
LLC.
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(b)
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(c)
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Arbitration. Any
controversy or claim arising out of or relating to this Agreement or for
the breach thereof, or your employment, including without limitation any
statutory claims (for example, claims for discrimination including but not
limited to discrimination based on race, sex, sexual orientation,
religion, national origin, age, marital status, handicap or disability;
and claims relating to leaves of absence mandated by state or federal
law), breach of any contract or covenant (express or implied), tort
claims, violation of public policy or any other alleged violation of
statutory, contractual or common law rights (and including claims against
the Company’s officers, directors, employees or agents) if not otherwise
settled between the parties, shall be conclusively settled by arbitration
to be held in Chicago, Illinois, in accordance with the American
Arbitration Association’s Employment Arbitration Rules and Mediation
Procedures (the “Rules”). Arbitration
shall be the parties’ exclusive remedy for any such controversies, claims
or breaches. The parties also consent to personal jurisdiction
in Chicago, Illinois with respect to such arbitration. The
award resulting from such arbitration shall be final and binding upon both
parties. This Agreement shall be governed by the laws of the
United States of America and the State of Illinois without regard to any
conflict of law provisions of any jurisdiction. You and the
Company hereby waive the right to pursue any claims, including but not
limited to employment related claims, through civil litigation outside the
arbitration procedures of this provision, unless otherwise required by
law. You and the Company each have the right to be represented
by counsel with respect to arbitration of any dispute pursuant to this
paragraph. The arbitrator shall be
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selected by agreement
between the parties, but if they do not agree on the selection of an
arbitrator within thirty (30) days after the date of the request for
arbitration, the arbitrator shall be selected pursuant to the
Rules. With respect to any claim brought to arbitration
hereunder, both you and the Company shall be entitled to recover whatever
damages would otherwise be available to you/it in any legal proceeding
based upon the federal and/or state law applicable to the claim, except
that parties agree they shall not seek any award for punitive damages for
any claims they may have under this Agreement. The decision of
the arbitrator may be entered and enforced in any court of competent
jurisdiction by either you or the Company. Each party shall pay
the fees of their respective attorneys (except as otherwise awarded by the
arbitrator), the expenses of their witnesses and any other expenses
connected with presenting their cases, other costs, including the fees of
the mediator, the arbitrator, the cost of any record or transcript of the
arbitration, and administrative fees, shall be borne equally by the
parties, one-half by you, and one-half by the Company. Should
you pursue any dispute or matter covered by this paragraph by any method
other than said arbitration, the Company shall be entitled to recover from
you all damages, costs, expenses, and attorneys’ fees incurred as a result
of such action. Should the Company pursue any dispute or matter covered by
this paragraph by any method other than said arbitration, you shall be
entitled to recover from the Company all damages, costs, expenses, and
attorneys’ fees incurred as a result of such action. The
provisions contained in this paragraph shall survive termination of your
employment with the Company and the termination and/or expiration of this
Agreement.
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(d)
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Notice. All
notices and other communications under this Agreement shall be in writing
to you at such address as most currently appears in the records of the
Company and, if to the Company:
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Schawk,
Inc.
HR
Service Center
0000
Xxxxx Xxxx
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxxxxx Xxxxxxx.
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(e)
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Full and Complete
Agreement. This Agreement contains the entire
understanding of the parties and may be amended only in a writing signed
by the parties. This Agreement supersedes any and all prior
agreements, whether written or oral, between you and the Company, that are
not specifically incorporated by reference herein. You
specifically acknowledge that no promises or commitments have been made to
you that are not set forth in this
letter.
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(f)
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Survival of
Provisions. The provisions of Sections 9 through 11
of this Agreement shall survive the termination of your employment with
the Company and the expiration or termination of this
Agreement.
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(g)
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Severability. If
any provision of this Agreement or the application thereof is held
invalid, such invalidity shall not affect other provisions or applications
of this Agreement that can be given effect without the invalid provision
or application and, to such end, the provisions of this Agreement are
declared to be severable.
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(h)
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No
Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the
right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.
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(i)
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Counterparts and
Signatures. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as
if the signatures were upon the same instrument. Signatures
delivered by facsimile or PDF file shall constitute original
signatures.
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If these
terms are agreeable to you, please sign and date the enclosed copy of this
letter in the appropriate space at the bottom and return it to me to indicate
your agreement to these terms.
Yours sincerely,
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/s/Xxxxx
X. Xxxxxx
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Xxxxx
X. Xxxxxx
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President
and Chief Executive Officer
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I hereby accept the terms and
conditions of employment as outlined above:
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/s/Xxxxxxx
X. Xxxxxxxxxx
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September 18,
2008
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Xxxxxxx
X. Xxxxxxxxxx
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Date
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