AGREEMENT
This Agreement is made and entered into as of this 21st day of June, 2001
by and between TransFinancial Holdings, Inc. a Delaware Corporation ("TFH"), and
Xxxxxxx X. X'Xxxx of Xxxxxxx County, Kansas ("O'Neil).
RECITALS
The parties hereto entered into an Employment Agreement effective as of
July 2, 1998, and here wish to record their Agreement concerning the performance
and discharge, by each of them of their duties and obligations thereunder.
Now therefore, in consideration of the foregoing and the mutual promises
hereinafter set forth, the parties agree as follows:
AGREEMENTS
The terms of the Employment Agreement and the rights and obligations of the
parties thereunder, shall remain in effect and unchanged until the execution of
an agreement between TFH and Central States Southeast and Southwest Areas Health
and Welfare and Pension Funds resolving and settling satisfactorily to the TFH
directors all claims of such funds as a result of the withdrawal therefrom of
the transportation subsidiaries of TFH, which latter date is hereby referred to
as the "Effective Date".
On the Effective Date, O'Neil shall resign as a officer and director of TFH
and TFH shall pay to him the sum of $475,000.00 less required withholding.
At or promptly after the Effective Date, O'Neil shall purchase from TFH the
automobile presently provided by it for his use for the price of $16,300.00 and
TFH shall thereupon transfer to him such automobile and any and all interest
that it has in the split dollar life insurance policy maintained on the life of
O'Neil, including the right to reimbursement for premiums paid thereon.
As of the Effective Date, all options to purchase stock of TFH heretofore
granted to O'Neil, shall become fully vested and shall be exercisable by O'Neil
at anytime within two years thereafter, subject to earlier liquidation of TFH or
the occurrence of any other act terminating its corporate existence.
From and after the Effective Date, and through December 31, 2001, O'Neil
agrees to provide to TFH such consulting services as it shall reasonably request
at the rate of $100.00 per hour, provided, however, that no charge shall be made
by O'Neil for the first 200 hours less that number of hours devoted by him to
TFH Logistics & Transportation Services, Inc. pursuant to an Agreement of even
date herewith. In his role as consultant to TFH, O'Neil shall be an independent
contractor and not an (employee or) agent of TFH, and shall not be entitled to
further participate in any benefit programs maintained or adopted by it, other
than as allowed under COBRA. In connection with performance of such consulting
services, O'Neil shall be entitled to reimbursement of all reasonable expenses
by him. Such reimbursement and consulting compensation shall be paid to O'Neil
by TFH within ten days after the end of each month during which the same were
rendered or incurred.
As of the Effective Date, O'Neil shall release TFH of and from all rights
and claims by him pursuant to the earlier mentioned Employment Agreement, but
acknowledges that certain provisions thereof, including paragraphs 6 and 7
thereof, shall remain in effect and binding upon him.
TFH acknowledges and agrees that, as of the Effective Date, O'Neil will
have rendered in excess of 1,000 hours of service since January 1, 2001, and
that, for purposes of benefit plans maintained by it or its affiliates, and in
which O'Neil has participated, he shall, absent his earlier death, be deemed an
employee as of December 31, 2001.
This Agreement shall be construed and interpreted in accordance with, and
governed by the laws of the State of Kansas, and shall be binding upon and inure
to the benefit of TFH and O'Neil, and their respective heirs, personal and legal
representatives, successors and assigns, provided, however, that O'Neil may not
assign or delegate any of his obligations hereunder.
This Agreement contains the entire understanding of TFH and O'Neil with
respect to the subject matter hereof, and no representations, promises,
Agreements, understandings, or assurances written or oral not herein contained
shall be of any force or effect. No change or modification hereof, or of any
term or provision hereof, shall be valid or binding unless the same is in
writing and signed by the party intended to be bound. No waiver of any provision
of this Agreement shall be valid unless it is in writing and signed by the party
against whom such waiver is sought to be enforced, and no valid waiver of any
provision of this Agreement shall be deemed a waiver of any other provision
hereof, or a waiver of such provision at any other time.
If any party to this Agreement files suit or takes legal action to enforce
or avoid its provisions, the losing party shall pay the prevailing party's
reasonable attorney's fees and expenses.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date herein first above written.
/s/ Xxxxxxx X. X'Xxxx
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Xxxxxxx X. X'Xxxx
TransFinancial Holdings, Inc.
By: /s/ Xxxxxxx X. Xxx
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