EX-10 2 ex10.htm EMPLOYMENT AGREEMENT
EXHIBIT 10
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of the 26th day of January, 2015 (the “Effective Date”) by and between Standex International Corporation, a Delaware corporation with executive offices located at 00 Xxxxxxxxx Xxxxx, Xxxxx, Xxx Xxxxxxxxx 00000 (the “Employer”) and, Xxxx Xx Xxxxx-Xxxxx, an individual residing at 000 Xxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxxxxx 00000, (the “Employee”).
1.
Employment; Term.
(a)
Employer hereby agrees to employ Employee, and Employee hereby agrees to serve Employer on a full-time basis as President, Food Service Equipment Group (or such other designated title as may be assigned from time to time by the Employer) of the Standex Food Service Group, a group of subsidiaries and unincorporated divisions of Employer, subject to the direction and control of the President/Chief Executive Officer of the Employer, through June 30, 2015 (the “Term”). Thereafter the Agreement shall automatically renew for successive one (1) year terms commencing on July 1st of each year and ending on June 30th of the next succeeding year (the “Renewal Term”) unless otherwise terminated pursuant to Section 1(b) of this Agreement.
(b)
Subject to the provisions for termination otherwise included in Section 5 herein, either the Employer or the Employee shall have the right to terminate this Agreement by giving the other party thirty (30) days advance written notice (the “Notice Period”), at any time during the Term or any Renewal Term, stating her/its intention to terminate the Agreement. Such termination will be effective at the end of the Notice Period. In the event of notice of termination by the Employer, the provisions of Section 6 shall apply.
2.
Best Efforts. Employee agrees, as long as this Agreement is in effect, to devote her best efforts, time and attention to the business of Employer, and to the performance of such executive, managerial and supervisory duties as may be required of her during the term of this Agreement.
3.
Non-Compete. Except as set forth in the third paragraph of this Section 3, Employee shall not, while this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: (i) the covenants and affirmative obligations of 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, Employee shall not, for a period of one (1) year after termination of employment (whether such termination is by reason of the expiration of this Agreement or for any other reason), on a worldwide basis, directly or indirectly, control, manage, operate, join or participate in the control, management or operation of any business which directly or indirectly competes with any business of the Standex Food Service Group of divisions, subsidiaries or affiliates of the Employer (the “Food Service Group”) at the time of such termination. The Employee shall not during the term of this non-competition provision (i) contact any employee of the Food Service Group for the purpose of inducing or otherwise encouraging said employee to leave their employment with the Employer or (ii) contact any customers or former customers of the Food Service Group, in any manner, for the purpose of soliciting or accepting any competing business or request, induce or advise any customers of the Food Service Equipment Group to withdraw, curtail or cancel their respective business with the Food Service Equipment Group.
No provision contained in this section shall restrict Employee from making investments in other ventures which are not competitive with Employer, or restrict Employee from engaging, during non-business hours, in any other such non-competitive business or restrict Employee from owning less than five (5) percent of the outstanding securities of companies which compete with any present or future business of Employer and which are listed on a national stock exchange or actively traded on the NASDAQ National Market System.
4.
Compensation; Fringe Benefits.
(a)
Base Compensation. Employer agrees to compensate the Employee for her services during the period of her employment hereunder at a minimum base salary of Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum, payable semi-monthly. Employee shall be entitled to receive such increases in this minimum base salary, as the Compensation Committee of the Board of Directors of Employer shall, in their sole discretion determine.
(b)
Initial Stock Grant. On the Effective Date, the Employer will grant Employee a stock award under its Long Term Incentive Plan having a value equal to 100% of the Employee’s initial annualized base salary of $375,000. The value of the stock granted will be the closing price of the Common Stock of Standex International Corporation on the Effective Date and will vest in three equal installments on January 26, 2016, January 26, 2017 and January 26, 2018. The award and payouts made will be governed by the terms of the Long Term Incentive Plan of the Employer.
(c)
Annual Incentive. Employee shall receive an annual incentive bonus opportunity payable each September after the close of the fiscal year, at a target of 55% of base compensation and variable from 0% to 200% of target based on the achievement of certain financial metrics set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year 2015 only, Employer agrees to pay no less than the Employee’s target bonus pro-rated from her start date.
(d)
Other Benefit Plans and Programs. Employee shall also be entitled to participate in the Standex Long Term Incentive Program, the Standex Management Stock Purchase Program, and such other incentive, welfare and defined contribution retirement benefit plans as are made available, from time to time to senior divisional management employees of the Employer. Employee shall be entitled to use of an automobile furnished at the expense of Employer in accordance with Employer’s policy on this subject, as such policy shall be revised from time to time.
(e)
Relocation. During the period commencing on the Effective Date and continuing for three years up to and through January 26, 2018, the Employer will not require the Employee to relocate her residence.
5.
Termination. In addition to the provisions concerning notice of termination in the second paragraph of Section 1, this Agreement shall terminate upon the following events:
(a)
Death: Employee’s employment shall terminate upon her death, and all liability of Employer shall thereupon cease except for compensation for past services remaining unpaid and for any benefits due to Employee’s estate or others under the terms of any benefit plan of Employer then in effect in which Employee participated.
(b)
Disability: In the event that Employee becomes substantially disabled during the term of this Agreement for a period of six consecutive months so that she is unable to perform the services as contemplated herein, then Employer, at its option, may terminate Employee’s employment upon written notification to Employee. Until such termination option is exercised, Employee will continue to receive her full salary and fringe benefits during any period of illness or other disability, regardless of duration.
(c)
Material Breach: The commission of any material breach of the terms of this Agreement by the Employee or Employer, the non-breaching party may cause this Agreement to be terminated on 10 days written notice. Employer may remove Employee from all duties and authority commencing on the first day of any such notice period, however, payment of compensation and participation in all benefits shall continue through the last day of such notice period. For purposes of this Agreement, material breach shall be defined as:
(i)
an act or acts of dishonesty on the Employee’s part which are intended to result in her substantial personal enrichment at the expense of the Employer; or
(ii)
the Employee willfully, deliberately and continuously fails to materially and substantially perform her duties hereunder and which result in material injury to the Employer (other than such failure resulting from the Employee’s
incapacity due to physical or mental disability) after demand for substantial performance is given by the Employer to the Employee specifically identifying the manner in which the Employer believes the Employee has not materially and substantially performed her duties hereunder; or
(iii)
the Employee willfully and deliberately fails to comply with the Employer’s code of conduct, financial corporate policies or other significant, written corporate policies of the Employer.
No action, or failure to act, shall be considered “willful” if it is done by the Employee in good faith and with reasonable belief that her action or omission was in the best interest of the Employer. Termination pursuant to Section 5(c) above shall not qualify for any severance under Section 6 below.
6.
Severance. In the event that Employee’s employment is terminated by Employer pursuant to Section 1 of this Agreement (exclusive of a termination after a change in control where severance is governed by the provisions contained in Section 14 herein and exclusive of termination pursuant to Section 5), the Employee shall receive one (1) year of severance pay following termination of employment. Severance will be paid in accordance with normal and customary payroll practices of the Employer. The aggregate severance will be equal to the Employee’s then current, annual base compensation.
7.
Invention and Trade Secret Agreement. Employee agrees that the Invention and Trade Secret Agreement executed by the Employee and effective January 26, 2015, shall be in full force and effect, provided, however, that the non-compete clause of the Invention and Trade Secret Agreement, where inconsistent, shall be superseded by the non-compete provisions of Section 3 of this Agreement.
8.
Specific Performance. It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach her commitments under Section 3 or under the Invention and Trade Secret Agreement. Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein. Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.
9.
Third Party Restrictive Covenants. If at any time during the Term or any Renewal Term of this Agreement the Employer is made aware that the Employee remains obligated under any alleged non-compete restriction from her former employer, and in the event that the Employer receives notice of the threat of the commencement of litigation to enforce such non-compete covenant, then at Employer's sole discretion, Employee may be placed on administrative leave of absence without pay pending her release from her non-compete obligations or receives a final judgment, for which the time period to appeal has expired and no appeal has been taken, in her favor with respect to those restrictive covenants. In the event that Employer or any of its subsidiaries, affiliates or divisions is named as a party to any such litigation, the Employee agrees to indemnify, defend and hold Employer harmless from claims and demands for damages, indemnity, costs, attorneys' fees, interest, loss or injury of every nature and kind whatsoever arising under any federal, state, or local law, or the common law directly or indirectly arising out of or in connection with any alleged claim by a former employer of a violation of any non-competition restriction. In the event that Employee cannot promptly obtain a release from such restrictive covenants, Employer shall have the right to terminate this Agreement pursuant to Section 5(c) above.
10.
Entire Agreement; Amendment. This Agreement supersedes any employment understanding or agreement (except the Invention and Trade Secret Agreement) which may have been previously made by Employer or its respective subsidiaries or affiliates with Employee, and this Agreement, together with the Invention and Trade Secret Agreement, represents all the terms and conditions and the entire agreement between the parties hereto with respect to such employment. This Agreement may be modified or amended only by a written document signed by Employer and Employee.
11.
Assignment. This Agreement is personal between Employer and Employee and may not be assigned; provided, however, that Employer shall have the absolute right at any time, or from time to time, to sell or otherwise dispose of its assets or any part thereof, to reconstitute the same into one or more subsidiary corporations or divisions or to merge, consolidate or enter into similar transactions. In the event of any such assignment, the term “Employer” as used herein shall mean and include such successor corporation.
12.
Governing Law; Binding Nature of Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Hampshire, excluding its choice of law provisions. This Agreement shall be binding upon, and enure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and assigns.
13.
Survival. The obligations contained in Sections 3, 6, 7 and 14 herein shall survive the termination of this Agreement. In addition, the termination of this Agreement shall not affect any of the rights or obligations of either party arising prior to or at the time of the termination of this Agreement or which may arise by any event causing the termination of this Agreement.
14.
Change of Control.
(a)
In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934:
(i)
Employer may terminate Employee's employment only upon conclusive evidence of substantial and indisputable intentional personal malfeasance in office such as a conviction for embezzlement of Employer's funds; and
(ii)
Employee may terminate her employment at any time if there is a change in her general area of responsibility, title or place of employment, or if her salary or benefits are lessened or diminished.
(b)
Following a change of control of Employer, any termination of Employee's employment either by Employee pursuant to Section 13(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then:
(i)
Employee shall be promptly paid a lump sum payment equal to one times her current annual base salary plus one times the higher of the most recent annual bonus paid to her under the Annual Incentive Program or her target bonus amount as of the date immediately prior to the change in control under the Annual Incentive Program;
(ii)
Employee shall become 100% vested in all benefit plans in which she participates including but not limited to the Standex Retirement Savings Plan, the Management Savings Program portion of the Standex Annual Incentive Program and all restricted stock options and performance share units granted under the Standex Long Term Incentive Program and any other stock option plans of the Employer; and
(iii)
All life insurance and medical plan benefits covering the Employee and her dependents shall be continued at the expense of Employer for the one-year period following such termination as if the Employee were still an employee of the Employer.
15.
Notices. Any notice to be given pursuant to this Agreement shall be sent by certified mail, postage prepaid, by facsimile (with a copy mailed via first class mail, postage pre-paid), delivery in person to the parties at the addresses set forth in the preamble to this Agreement, by email to such email address as designated in writing from time to time by either Employer or Employee, or at such other address as either party may from time to time designate in writing.
16.
Covenants Several. In the event that any covenant of this Agreement shall be determined invalid or unenforceable and the remaining provisions can be given effect, then such remaining provisions shall remain in full force and effect.
17.
Compliance with Section 409A of the Code. Notwithstanding any other provisions of this Agreement herein to the contrary and to the extent applicable, the Agreement shall be interpreted, construed and administered so as to comply with the provisions of Section 409A of the Code and any related Internal Revenue Service guidance promulgated thereunder. Employee and Employer acknowledge that it may be necessary to amend the Agreement, within the time period permitted by the applicable Treasury Regulations, to make changes so as to cause payments and benefits under this Agreement not to be considered “deferred compensation” for purposes of Section 409A of the Code, to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, or a combination thereof, so as to avoid the imposition of taxes and penalties on Employee pursuant to Section 409A of the Code. Employee hereby agrees that the Company may, without any further consent from Employee, make any and all such changes to the Agreement as may be necessary or appropriate to avoid the imposition of penalties on Employee pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to Employee of the payments and benefits to, or otherwise adversely affecting the rights of, Employee under the Agreement.
IN WITNESS WHEREOF, Employer has caused this Agreement to be executed on its behalf by its authorized officers and Employee has executed this Agreement as of the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
/s/ Xxxxx Xxxxxx
/s/ Xxxx Xx Xxxxx-Xxxxx
By:
____________________________________
_______________________________
Xxxxx Xxxxxx
Xxxx Xx Xxxxx-Xxxxx
Its:
President/CEO
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