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EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
this 21st day of May, 1996, to be effective as of April 23, 1996, by and
between SAVANNAH FOODS & INDUSTRIES, INC., a Delaware corporation ("SFI"), and
R. XXXXXX XXXXXXXXX, an individual resident of Chatham County, Georgia
("Xxxxxxxxx").
W I T N E S S E T H :
WHEREAS, Xxxxxxxxx is a member of the Board of Directors of SFI; and
WHEREAS, SFI and its Board of Directors desire to employ Xxxxxxxxx,
and Xxxxxxxxx desires to be so employed, as Chairman of the Board of Directors
of SFI on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of Ten and 00/100 Dollars
($10.00), the mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT; SCOPE OF SERVICES.
(a) Xxxxxxxxx is hereby employed as the Chairman of the Board
of Directors of SFI (the "Chairman").
(b) Xxxxxxxxx agrees to perform those duties set forth for
the office of Chairman in the bylaws of SFI and to comply with such policy
directives as may be adopted from time to time for the Chairman by the Board of
Directors of SFI. Xxxxxxxxx shall devote at least two (2) days each week and
shall use his good faith best efforts, knowledge and skills in the performance
of services required of him in the bylaws of SFI and as may be delegated to him
by the Board of Directors of SFI.
2. TERM; TERMINATION.
(a) Term. The term of this Agreement shall begin as
April 25, 1996 and shall continue until April 24, 1997, unless earlier
terminated as provided herein.
(b) TERMINATION. This Agreement may be terminated prior
to expiration as follows:
(1) By mutual agreement of SFI and Xxxxxxxxx at
any time;
(2) At the election of SFI upon ninety (90) days'
prior written notice to Xxxxxxxxx; or
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(3) Automatically, upon the death of Xxxxxxxxx.
3. COMPENSATION.
(a) SALARY. As Chairman, SFI shall pay to Xxxxxxxxx the
sum of One Hundred Eighty-Two Thousand Seven Hundred and no/100s Dollars
($182,700.00), payable on April 25, 1996, in 16,610 shares of SFI common
stock, plus cash in an amount sufficient to pay the taxes due on such
compensation, subject to appropriate tax withholdings.
(b) STOCK OPTION. SFI hereby grants to Xxxxxxxxx an
option (the "Option") to purchase from SFI 100,000 shares of the common stock
of SFI (the "Shares") at the price of Eleven Dollars ($11.00) per share (the
"Exercise Price"), subject to the terms and conditions set forth in this
paragraph 3(b) of this Agreement. The Option shall expire on and may not be
exercised after April 24, 2001 (the "Expiration Date"). This Option shall be
exercisable by delivery to SFI of written notice of Xxxxxxxxx'x desire to
exercise the Option, accompanied by full payment in immediate funds of the
Exercise Price for the Shares being purchased. Prior to the issuance of the
Shares upon exercise of this Option, Xxxxxxxxx must pay or make adequate
provision for any applicable federal or state withholding obligations of SFI.
This Option may not be transferred in any manner other than by will or by the
laws of descent and distribution and may be exercised during the lifetime of
Xxxxxxxxx only by Xxxxxxxxx and after death by Xxxxxxxxx'x personal
representative.
(c) EMPLOYEE BENEFITS. Except as provided in subsections
(a) and (b) above, during the term of this Agreement, Xxxxxxxxx shall not be
entitled to any employee benefits.
4. TRADE SECRETS.
(a) DEFINITION. "Trade Secrets" shall mean any and all
data and information relating to SFI which (A) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use; and (B) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. "Trade Secrets" of
SFI may include sales and financial data and plans, advertising information and
plans, and strategic plans and initiatives of SFI. Notwithstanding the
foregoing, "Trade Secrets" shall not include data and information which: (A)
was at the time of disclosure to Xxxxxxxxx or became thereafter through no
fault of Xxxxxxxxx a part of the public domain by publication or otherwise; (B)
was already in Xxxxxxxxx' possession prior to the disclosure by SFI to
Xxxxxxxxx; or (C) was subsequently developed or ascertained by Xxxxxxxxx or for
Xxxxxxxxx by independent means without the benefit of Trade Secrets or was
received by Xxxxxxxxx without restriction from a third party who was under no
obligation of confidentiality to SFI with respect thereto.
(b) OWNERSHIP, NON-DISCLOSURE AND NON-USE OF TRADE
SECRETS AND INTELLECTUAL PROPERTY. Xxxxxxxxx acknowledges and agrees that all
Trade Secrets, and all physical embodiments thereof, are confidential to and
shall be and remain the sole and exclusive property of SFI. In
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addition, Xxxxxxxxx acknowledges and agrees that all trade names, trademarks,
service marks and similar intellectual property used in connection with the
services performed by SFI (the "Intellectual Property") are the sole and
exclusive property of SFI.
(1) Upon the termination of this Agreement, Xxxxxxxxx shall
deliver to SFI all property belonging to SFI including, without
limitation, all Trade Secrets (and all embodiments thereof) and all
embodiments of Intellectual Property then in his custody, control or
possession.
(2) Xxxxxxxxx agrees that (i) all Trade Secrets received or
developed by Xxxxxxxxx as a result of Xxxxxxxxx' employment with SFI
shall be held in strictest confidence; (ii) Xxxxxxxxx shall not
disclose, reproduce, distribute or otherwise disseminate such Trade
Secrets, and shall use his best efforts to protect such Trade Secrets
from disclosure by others; and (iii) Xxxxxxxxx shall make no use of
such Trade Secrets without the prior written consent of SFI, except in
connection with Xxxxxxxxx'x employment hereunder. The obligations of
confidentiality contained herein shall apply during the term of this
Agreement and (i) with respect to all Trade Secrets consisting of
scientific or technical data, at any and all times after termination
of this Agreement; and (ii) with respect to all other Trade Secrets,
for a period of two (2) years following the date of termination of
this Agreement, or for such longer period of protection as is provided
by law.
(c) AGREEMENT REGARDING CONFIDENTIAL INFORMATION. In the
event any of the sales and financial data and plans, advertising information
and plans, and strategic plans and initiatives of SFI, or any other business or
financial information disclosed to Xxxxxxxxx during the term of his employment
with SFI, are determined by a court of law not to qualify for protection as
Trade Secrets, then Xxxxxxxxx acknowledges and agrees that such data or
information shall nonetheless remain confidential and shall not be disclosed by
Xxxxxxxxx to any other party during the term of his employment with SFI and for
a period of two (2) years following the date of termination of Xxxxxxxxx'
employment with SFI, absent the express prior written consent of SFI. Upon
termination of this Agreement, Xxxxxxxxx shall deliver to SFI any and all
documents evidencing and/or physical embodiments of the information described
in this paragraph (c).
5. SEVERABILITY. Each particular prohibition or restriction set
forth in Section 4 of this Agreement shall be deemed a severable unit, and if
any court of competent jurisdiction determines that any portion of such
restraint is against the policy of the law in any respect, but such restraint,
considered as a whole, is not so clearly unreasonable and overreaching in its
terms as to be unconscionable, the court shall enforce so much of such
restraint as it determines by a preponderance of the evidence to be necessary
to protect the interests of SFI.
6. SURVIVAL OF COVENANTS AND INDEMNITIES. All covenants and
indemnities made herein, and all remedies relating thereto, shall survive the
termination of this Agreement for any reason.
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7. NOTICES. All notices, consents, approvals and the like
required under any of the provisions of this Agreement shall be in writing and
shall be deemed to have been given (a) if personally delivered, upon receipt,
(b) if sent by overnight courier (such as Federal Express), upon delivery, or
(c) if sent by U.S. Mail registered or certified, return receipt requested,
with sufficient postage affixed thereto, three days after being mailed,
addressed as follows:
(i) If to SFI:
Savannah Foods and Industries, Inc.
0 Xxxx Xxxxx Xxxxxx
Post Office Box 339
Savannah, Georgia 31402
Attn: Xxxxxxx X. Xxxxxxx, III
(ii) If to Xxxxxxxxx:
R. Xxxxxx Xxxxxxxxx
6 Skidaway Village Walk
No. 203-B
Savannah, Georgia 31411
or as may be otherwise specified by any party by notice to the other parties.
8. AMENDMENTS AND WAIVERS; CUMULATIVE REMEDIES. This Agreement
may not be amended or modified in any manner except by an instrument in writing
signed by each of the parties hereto. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach
of this Agreement shall be held to be a waiver of any other or subsequent
breach. Furthermore, all remedies are cumulative, including the right of
either party to seek equitable relief in addition to money damages.
9. BENEFIT AND ASSIGNABILITY. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
successors and assigns. SFI shall have the right to assign its rights under
this Agreement to any affiliate of SFI. The rights and benefits of Xxxxxxxxx
may not be assigned or transferred without the prior consent of SFI except as
provided in Section 3(b).
10. LAW APPLICABLE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SAVANNAH FOODS & INDUSTRIES, INC..
By: /s/ X. Xxxxxxx Xxxxx
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X. XXXXXXX XXXXX
Senior Vice President, Human
Resources and Administration
and Assistant Secretary
Attest: /s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
Secretary
[CORPORATE SEAL]
/s/ R. Xxxxxx Xxxxxxxxx (L.S.)
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R. XXXXXX XXXXXXXXX
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