6
EXHIBIT 10 (a)
CONSULTING AGREEMENT
AGREEMENT dated as of December 31, 2002, between STANDEX
INTERNATIONAL CORPORATION, a Delaware corporation whose principal
place of business is 0 Xxxxx Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx 00000
(the "Company"), and Xxxxxx X. Xxxxxxx an employee of the
Company, who resides at 00 Xxxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxx
Xxxxxxxxx 00000.
WHEREAS, Xx. Xxxxxxx and the Company entered into an
Executive Employment Agreement dated as of May 1, 2000 and
amended as of January 30, 2002 in connection with Xx. Xxxxxxx'x
services to the Company as CEO of the Company or such other
senior executive, managerial and supervisory capacity, subject to
the direction and control of the Board of Directors of the
Company which agreement has a term expiring on December 31, 2002;
and
WHEREAS, Xx. Xxxxxxx will retire from active employment with
the Company on December 31, 2002; and
WHEREAS, the Company wishes to retain consulting services
from Xx. Xxxxxxx relating to those divisions, subsidiaries and
affiliate operations of the Company as the Company may reasonably
direct and as shall be mutually agreeable; and
WHEREAS, Xx. Xxxxxxx is agreeable to provide the Company
with an agreement to provide consulting services to the Company
and the Company in exchange for the consideration to be provided
to him herein;
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants contained herein, the Company and Xx.
Xxxxxxx agree as follows:
1. Expiration of Executive Employment Agreement; Effective Date
of This Agreement. The parties mutually acknowledge and agree
that the Executive Employment Agreement shall expire and all
obligations under said agreement shall cease effective with the
close of business on December 31, 2002. Notwithstanding the
expiration of the Executive Employment Agreement, any obligations
relating to payment of compensation for services performed which
is owing and not yet paid, and payments, compensation or other
consideration due pursuant to benefit, stock option, or other
compensation plans of the Company shall continue to be
obligations of the Company pursuant to their respective terms and
conditions. Additionally, all obligations contained in Section
3, "Non-Compete" shall survive in accordance with their terms.
The terms of this Agreement shall become effective January 1,
2003 (the "Effective Date") and shall continue through December
31, 2004.
2. Consulting Services. Commencing on the Effective Date
and continuing through December 31, 2004, Xx. Xxxxxxx shall serve
as a Consultant to the Company on an occasional basis, as
requested by the Company from time to time, and Xx. Xxxxxxx
agrees to provide such consulting services. Xx. Xxxxxxx 's
status during the term of this Agreement shall be that of
independent contractor and not as an agent, representative or
joint venture partner of the Company. Xx. Xxxxxxx shall not
enter into any contract or commitment on behalf of the Company.
Xx. Xxxxxxx shall provide such independent consulting services
during such times as shall be mutually agreeable, it being
understood that if the Company determines not to use the services
of Xx. Xxxxxxx or if Xx. Xxxxxxx is physically unable to perform
services, it shall nevertheless be obligated to pay Xx. Xxxxxxx
pursuant to this section 2 and section 4 of this Agreement.
3. Non-Competition Agreement. Except as set forth in the
third paragraph of this Section 3, Xx. Xxxxxxx shall not, as
long as this Agreement is in effect, engage in, or be interested
in, in any active capacity, any business other than that of the
Company or any affiliate, associate or subsidiary corporation of
the Company if such business competes with the Company. It is
the express intent of the Company and Xx. Xxxxxxx that: (i) the
covenants and affirmative obligations in this Section be binding
obligations to be enforced to the fullest extent permitted by
law; (ii) in the event of any determination of unenforceability
of the scope of any covenant or obligation, its limitation which
a court of competent jurisdiction deems fair and reasonable,
shall be the sole basis for relief from the full enforcement
thereof; and (iii) in no event shall the covenants or
obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 3, Xx. Xxxxxxx shall not for a period of two years
after the termination of this Agreement with the Company (whether
such termination is by reason of the expiration of this Agreement
or for any other reason) compete with or directly or indirectly
own, control, manage, operate, join or participate in the
ownership, control, management or operation of any business which
competes with any present or future business of the Company at
the time of such termination; provided however that Xx. Xxxxxxx
may only join the board of directors of another publicly traded
company with the prior written consent of the Board of Directors
of the Company which consent shall not be unreasonably withheld.
No provision contained in this paragraph shall restrict Xx.
Xxxxxxx from making investments in other ventures which are not
competitive with the Company, or restrict Xx. Xxxxxxx from
engaging in any other such non-competitive business or restrict
Xx. Xxxxxxx from owning less than five per cent of the
outstanding securities of companies which compete with any
present or future business of the Company and which are listed on
a national stock exchange or actively traded on the NASDAQ
National Market System.
In addition to the foregoing provisions, Xx. Xxxxxxx agrees
that he will not, at any time, disclose to others or use for his
own benefit any trade secrets or confidential information of a
technical, commercial or other nature pertaining to the Company
or any of its clients, customers, consultants, licensees or
affiliates, acquired by him during the period of his employment
or during the period of this Agreement, except to such an extent
as may be necessary in the ordinary course of performing his
duties as a consultant of the Company. Upon the termination of
this Agreement Xx. Xxxxxxx agrees to turn over to the company
all notes, memoranda, notebooks, drawings, records, documents
and reproductions thereof kept by him or in his possession,
whether prepared by him or others, used in or pertaining to any
of the work done by him during the course of his consulting
pursuant to this Agreement, or otherwise used in or pertaining
to any of the processes, apparatus, or products of the Company,
it being hereby acknowledged that all said items are the sole
property of the Company.
4. Consideration for Consulting Services and Covenant Not To
Compete. As consideration for his agreements set forth in
Sections 2 and 3 above, the Company agrees and covenants to pay
Xx. Xxxxxxx an amount on an annual basis equal to one-half of the
base annual compensation rate being paid to Xx. Xxxxxxx
immediately prior to the expiration of employment. Commencing on
January 15, 2003 and payable in equal semi-annual installments on
the 15th day of each January and July. All installments shall be
paid in the form of KEYSOP options in accordance with the terms
of the KEYSOP maintained by the Company. No payroll withholdings
(including Federal or state income taxes, FICA or unemployment
taxes) shall be made from the compensation to be paid by the
Company hereunder.
5. Reimbursement of Company-Related Expenses. Xx. Xxxxxxx
shall be reimbursed for all Company-related expenses incurred by
him with the approval of a Company executive officer, it being
understood that expenses incurred in the course of approved
business travel shall be considered reimbursable.
6. Fringe Benefits. During the term of this Agreement and
so long as he continues to serve on the Board of Directors of the
Company in the capacity of Chairman of the Board, no fringe
benefits will be available to Xx. Xxxxxxx from the Company;
provided however, that the Company will continue to provide such
medical and dental coverage under the active employee group
medical and dental plans in effect at the Corporate Home Office
applicable for family coverage, or, in the event that such plans
are terminated, insurance coverage pursuant to other existing
group medical and dental plans of the Company's Corporate Home
Office to be paid by Xx. Xxxxxxx at the active employee
contribution rate. Medical insurance coverage shall be provided
to Xx. Xxxxxxx until he reaches age 65. Upon reaching age 65,
the Company will contribute an amount to Xx. Xxxxxxx as
reimbursement for his payments for his Medicare supplement. Such
amount shall not exceed 150% of the cost of such supplement on
January 1, 2003. In addition, upon Xx. Xxxxxxx'x age 65 and
Medicare eligibility Xx. Xxxxxxx'x spouse may continue to receive
medical coverage at Xx. Xxxxxxx'x full cost (102% of the then
current premium) until she reaches the earlier of (i) age 65 or
(ii) ten years from the date of this Agreement. Further, Xx.
Xxxxxxx'x spouse may continue to receive dental coverage at 102%
of the cost for 36 months following Xx. Xxxxxxx'x age 65 and
Medicare eligibility. Additionally, Xx. Xxxxxxx will be covered
for Business Travel Accident Insurance coverage while traveling
on company business during the term of the contract in the amount
of $1,000,000.
In addition to the above, during the term of this
Agreement, Xx. Xxxxxxx shall continue to have the use of the
Company automobile currently used by him (the "Vehicle"). At the
termination of this Agreement, Xx. Xxxxxxx shall have the option
to purchase the Vehicle for its then current book value as such
value is reflected on the books of the Company.
7. Payments in the Event of Death. If Xx. Xxxxxxx should
die at any time prior to December 31, 2004, all payments for
consulting services provided or reimbursement for expenses that
have not been paid will be paid by the Company to Xx. Xxxxxxx'x
estate or surviving spouse. All obligations contained in Section
3 shall terminate in the event of Xx. Xxxxxxx'x death.
8. Assignment. This Agreement is personal between Xx.
Xxxxxxx and the Company and consequently it may not be assigned,
provided, however, that the Company shall have the right at any
time to assign this Agreement, without consent, in connection
with a sale or disposition of its assets (or any substantial part
thereof) or in connection with a merger, consolidation or similar
transaction involving the Company or any subsidiary.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to the Company
in the event that Xx. Xxxxxxx breaches or threatens to breach his
commitments under Section 3 hereof because damages will be very
difficult, if not impossible, to ascertain. Therefore, it is
agreed that the Company may institute and maintain an action or
proceeding to compel the specific performance of the promises of
Xx. Xxxxxxx contained in those sections. Such remedies shall,
however, be cumulative and not exclusive and shall be in addition
to any other remedy which the Company shall have under this
Agreement or otherwise.
10. Termination. The Company may, by written notice,
terminate this Agreement or suspend the performance of all or any
of its obligations hereunder without liability in the event that
Xx. Xxxxxxx breaches his obligations under Sections 2 and/or 3 of
this Agreement and the failure (if capable of being remedied)
remains unremedied for a period of thirty (30) days after being
called to the attention of Xx. Xxxxxxx by the Company.
Xx. Xxxxxxx may, by written notice, terminate this Agreement
or suspend the performance of all or any of his obligations
hereunder without liability in the event that the Company fails
to comply with any of its obligations under this Agreement and
the failure (if capable of being remedied) remains unremedied for
a period of thirty (30) days after being called to the attention
of the Company by written notice from Xx. Xxxxxxx.
11. Enforceability. If the obligations of Xx. Xxxxxxx
under this Agreement are held to be too broad to be enforceable
as written, such obligations shall be construed to create only
the broadest obligations that are permitted by law.
12. Binding Nature of Agreement. This Agreement shall be
binding upon, and enure to the benefit of, the parties hereto and
the successors and assigns of the Company and the heirs and
personal representatives of Xx. Xxxxxxx.
13. Amendment. No modification or amendment of this
Agreement shall be valid unless committed to writing and signed
by or on behalf of both parties.
14. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement by the other shall not
operate or be construed as a waiver of any subsequent breach.
15. Notice. Any notice to be given pursuant to this
Agreement shall be sent by registered mail, postage prepaid, by
facsimile, with a copy by regular mail or by overnight mail, to
the parties at the address set both in the preamble or at such
other address as either party may from time to time designate in
writing. All such notices shall take effect upon delivery.
16. Entire Agreement. This Agreement constitutes the
entire agreement of the parties with respect to the terms and
conditions of the terms and conditions of Xx. Xxxxxxx'x
consulting relationship with the Company and may be amended only
by a written agreement signed by both parties.
17. Governing Law. This Consulting Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New Hampshire exclusive of its choice of law provisions.
STANDEX INTERNATIONAL CORPORATION
/s/ Xxxxxx X. Xxxx
By:
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Xxxxxx X. Xxxx
Vice Chairman of the Board
ATTEST:
/s/ Xxxxxxx X. Xxxxx
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WITNESS: CONSULTANT
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
