XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of
this 14th day of July, 1999, by and between Xxxxxxxx Corporation, a
Missouri corporation ("Xxxxxxxx"), and Xxxx X. Xxxxxx, an individual
("Employee").
WHEREAS, Xxxxxxxx currently employs Employee as Vice President of
Xxxxxxxx and President of Angelica's Textile Services Business Segment
and Xxxxxxxx and Employee wishes to more specifically define the terms
and conditions of Employee's employment with Xxxxxxxx in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
(a) "ANNUAL BASE SALARY" means the base salary set
forth in Section 3.3 of this Agreement, as it shall be
increased from time to time in the discretion of the
Board or the Compensation and Organization Committee
of the Board.
(b) "BOARD" means the Board of Directors of Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity
or group, or a Person (within the meaning
of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as
amended (the "Exchange Act") of ownership
of 20% or more of either (a) the then
outstanding shares of common stock of
Xxxxxxxx (the "Outstanding Xxxxxxxx Common
Stock") or (b) the combined voting power
of the then outstanding voting securities
of Xxxxxxxx entitled to vote generally in
the election of directors (the
"Outstanding Xxxxxxxx Voting Securities");
or
(ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent
Board") cease for any reason to constitute
at least a majority of the Board;
provided, however, that any individual
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becoming a director subsequent to the date
hereof whose election, or nomination for
election by Angelica's stockholders, was
approved by a vote of at least a majority
of the directors then comprising the
Incumbent Board shall be considered as
though such individual were a member of
the Incumbent Board, but excluding, as a
member of the Incumbent Board, any such
individual whose initial assumption of
office occurs as a result of either an
actual or threatened election contest (as
such terms are used in Rule l4a-11 of
Regulation l4A promulgated under the
Exchange Act) or other actual or
threatened solicitation of proxies or
consents by or on behalf of a Person other
than the Board; or
(iii) Approval by the stockholders of Xxxxxxxx
of a reorganization, merger or
consolidation, in each case, unless,
following such reorganization, merger or
consolidation, (a) more than 50% of,
respectively, the then outstanding shares
of common stock of the corporation
resulting from such reorganization, merger
or consolidation and the combined voting
power of the then outstanding voting
securities of such corporation entitled to
vote generally in the election of
directors is then beneficially owned,
directly or indirectly, by all or
substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Xxxxxxxx
Common Stock and Outstanding Xxxxxxxx
Voting Securities immediately prior to
such reorganization, merger or
consolidation in substantially the same
proportions as their ownership,
immediately prior to such reorganization,
merger or consolidation, of the
Outstanding Xxxxxxxx Common Stock and
Outstanding Xxxxxxxx Voting Securities, as
the case may be, (b) no Person
beneficially owns, directly or indirectly,
20% or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such
reorganization, merger or consolidation or
the combined voting power of the then
outstanding voting securities of such
corporation, entitled to vote generally in
the election of directors and (c) at least
a majority of the members of the board of
directors of the corporation resulting
from such reorganization, merger or
consolidation were members of the
Incumbent Board at the time of the
execution of the initial agreement
providing for such reorganization, merger
or consolidation; or
(iv) Approval by the stockholders of Xxxxxxxx
of (a) a complete liquidation or
dissolution of Xxxxxxxx or (b) the sale or
other disposition of all or substantially
all of the assets of Xxxxxxxx, other than
to a corporation, with respect to which
following such sale or other disposition,
(1) more than 50% of, respectively, the
then outstanding shares of common stock of
such corporation and the combined voting
power of the then outstanding voting
securities of such corporation entitled to
vote generally in the election of
directors is then beneficially owned,
directly or indirectly, by all or
substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Xxxxxxxx
Common Stock and Outstanding Xxxxxxxx
Voting Securities immediately prior to
such sale or other disposition in
substantially the same proportion as their
ownership, immediately prior to such sale
or other disposition, of the Outstanding
Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities, as the case
may be, (2) no Person beneficially owns,
directly or indirectly, 20% or more of,
respectively, the then outstanding shares
of common stock of such corporation and
the combined voting power of the then
outstanding voting securities of such
corporation entitled to vote generally in
the election of directors and (3) at least
a majority of the members of the board of
directors of such corporation were members
of the Incumbent Board at the time of the
execution of the initial agreement or
action of the Board providing for such
sale or other disposition of assets of
Xxxxxxxx.
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(d) "DATE OF TERMINATION" means a date that a Notice
of Termination is received by the party to whom such
notice is being given, unless the party giving the
Notice of Termination specifies another date in the
Notice of Termination (which date shall not be more
than 30 days after giving of such Notice of
Termination) or, alternatively, the last day of any
Term in the event that a Notice of Non-Renewal is
delivered by either party in accordance with Section
2.1 of this Agreement.
(e) "DISPOSITION OF THE OPERATING LINE OF BUSINESS"
means:
(i) when used with reference to the stock or
other equity interests of the Operating
Line of Business that is or becomes a
separate corporation, limited liability
company, partnership or other business
entity, the sale, exchange, transfer,
distribution or other disposition of the
ownership, either beneficially or of
record or both, by Xxxxxxxx of more than
50% of either (a) the then outstanding
shares of common stock (or the equivalent
equity interests) of such Operating Line
of Business, or (b) the combined voting
power of the then outstanding voting
securities of such Operating Line of
Business entitled to vote generally in the
election of the Board or the equivalent
governing body of the Operating Line of
Business;
(ii) when used with reference to the merger or
consolidation of the Operating Line of
Business that is or becomes a separate
corporation, limited liability company,
partnership or other business entity, any
such transaction that results in Xxxxxxxx
owning, either beneficially or of record
or both, less than 50% of either (a) the
then outstanding shares of common stock
(or the equivalent equity interests) of
such Operating Line of Business, or (b)
the combined voting power of the then
outstanding voting securities of such
Operating Line of Business entitled to
vote generally in the election of the
Board or the equivalent governing body of
the Operating Line of Business; or
(iii) when used with reference to the assets of
the Operating Line of Business, the sale,
exchange, transfer, liquidation,
distribution or other disposition of
assets of such Operating Line of Business
(a) having a fair market value (as
determined by the Incumbent Board)
aggregating more than 50% of the aggregate
fair market value of all of the assets of
such Operating Line of Business as of the
Triggering Transaction Date, (b)
accounting for more than 50% of the
aggregate book value (net of depreciation
and amortization) of all of the assets of
such Operating Line of Business, as would
be shown on a balance sheet for such
Operating Line of Business, prepared in
accordance with generally accepted
accounting principles then in effect, as
of the Triggering Transaction Date; or (c)
accounting for more than 50% of the net
income of such Operating Line of Business,
as would be shown on an income statement,
prepared in accordance with generally
accepted accounting principles then in
effect, for the 12 months ending on the
last day of the month immediately
preceding the month in which the
Triggering Transaction Date occurs.
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(f) "EFFECTIVE DATE" means the date of this
Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on
the Effective Date and ending on the Date of
Termination.
(h) "GOOD CAUSE" means, when used in connection with
the termination of Employee's employment with Xxxxxxxx
by Xxxxxxxx, a termination based upon (i) Employee's
willful and continued failure to substantially perform
his duties with Xxxxxxxx (other than as a result of
incapacity due to physical or mental condition), after
a written demand for substantial performance is
delivered to Employee by Xxxxxxxx, which specifically
identifies the manner in which Employee has not
substantially performed his duties; (ii) Employee's
commission of an act constituting a criminal offense
involving moral turpitude, dishonesty or breach of
trust; or (iii) Employee's material breach of any
provision of this Agreement.
(i) "GOOD REASON" means, when used in connection with
the termination of Employee's employment with Xxxxxxxx
by Employee, a termination based upon the following
reasons:
(i) the assignment to Employee of any duties
inconsistent in any respect with
Employee's position (including status,
offices, titles and reporting
requirements), authority, duties and
responsibilities as contemplated by this
Agreement or any other action by Xxxxxxxx
which results in a material diminution in
such position, authority, duties or
responsibilities, excluding for this
purpose any action not taken in bad faith
which is remedied by Xxxxxxxx promptly
after receipt of notice by Xxxxxxxx
thereof given by Employee;
(ii) (A) the failure by Xxxxxxxx to continue in
effect any benefit or compensation plan,
stock ownership plan, life insurance plan,
health and accident plan or disability
plan to which Employee is entitled,
provided that Xxxxxxxx may amend, modify
or replace such plans as long as the
Employee is entitled to benefits under the
amended, modified or replaced plan or
plans that are substantially similar to
those of the plan or plans so amended,
modified or replaced; (B) the taking of
any action by Xxxxxxxx which would
adversely affect Employee's participation
in, or materially reduce Employee's
benefits under, any plans in which
Employee is then currently participating;
or (C) the failure of Xxxxxxxx to provide
Employee with paid vacation to which
Employee is entitled;
(iii) a material breach by Xxxxxxxx of any
provision of this Agreement;
(iv) a purported termination by Xxxxxxxx of
Employee's employment otherwise than
specifically permitted by this Agreement;
or
(v) in connection with a Triggering
Transaction (as set forth in Section 4.2
of this Agreement), the failure of a
successor of Xxxxxxxx expressly to assume
and agree to perform this Agreement
pursuant to the provisions of Section 6.4
of
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this Agreement prior to a Triggering
Transaction; provided, however, that a
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termination of employment by Employee: (A)
subsequent to an express assumption and
agreement to perform this Agreement by
such successor on or after a Triggering
Transaction Date or (B) subsequent to a
date that is two years after a Triggering
Transaction Date, shall not be deemed to
be for "Good Reason" under this
subsection.
(j) "NOTICE OF TERMINATION" means a written notice by
either party of such party's desire to terminate
Employee's employment with Xxxxxxxx, which notice (i)
indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination of Employee's employment under the
provision so indicated, and (iii) if the Date of
Termination is other than the date of receipt of such
Notice, specifies the Date of Termination (which date
shall not be more than 30 days after the giving of
such Notice). The failure by Employee or Xxxxxxxx to
set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good
Cause or Good Reason shall not waive any right of
Employee or Xxxxxxxx hereunder or preclude Employee or
Xxxxxxxx from asserting such fact or circumstance in
enforcing Employee's or Angelica's rights hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written notice by
either party to this Agreement of such party's desire
not to allow the Term of the Agreement to
automatically renew at the end of the then-current
Term for another Term, thus having the effect of
terminating the Agreement at the end of the then-
current Term.
(l) "OPERATING LINE OF BUSINESS" means Angelica's
Textile Services Business Segment which operates
laundry plants, either as a division or as a separate
subsidiary or subsidiaries, providing textile rental
and laundry services for health care institutions and
general linen services in selected geographic areas,
principally to hotels, motels and restaurants.
(m) "TERM" means, initially a one-year period
commencing on the Effective Date and ending on the
date of the first anniversary of the Effective Date,
and, if renewed in accordance with Section 2.1 of this
Agreement, shall mean a one-year period commencing on
the particular anniversary date of the Effective Date
and ending on the date one year after such commencing
anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change in
Control of Xxxxxxxx, or (ii) a Disposition of the
Operating Line of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the date
that the Triggering Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for one year commencing on the Effective
Date, subject to automatic renewal for a Term of an
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additional one year commencing immediately upon the end of the initial
Term or the then-current renewal Term, as the case may be, unless either
party to this Agreement gives a Notice of Non-Renewal to the other party
not later than 30 days prior to the end of the initial Term or the then-
current renewal Term, as the case may be. In the event that such a
Notice of Non-Renewal is given as set forth in this Section 2.1, the
Date of Termination will be the last day of the initial Term or the
then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to
this Agreement may terminate Employee's Employment Period (and
Employee's employment with Xxxxxxxx) at any time during the Term by
giving the other party a Notice of Termination to the other party,
without any liability except as specified in Section 4 of this
Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the
employ of Xxxxxxxx throughout the Employment Period in accordance with
the terms and provisions of this Agreement. This Agreement shall remain
in full force and effect notwithstanding subsequent changes in
Employee's compensation, location of employment, duties or authority or
any changes in the identity of the corporation to which Employee's
compensation is charged, provided that said corporation is a subsidiary
or affiliate of Xxxxxxxx and provided further that certain of such
changes may constitute Good Reason for purposes of this Agreement.
3.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs
Employee and Employee hereby accepts such employment as Vice President
of Xxxxxxxx and President of Angelica's Textile Services Business
Segment, subject to the reasonable directions of the Chief Executive
Officer of Xxxxxxxx and the Board. Employee shall have such authority
and shall perform such duties as are specified in the Bylaws of Xxxxxxxx
for the office and position to which he has been appointed hereunder and
shall so serve, subject to the control exercised by the Chief Executive
Officer of Xxxxxxxx and the Board from time to time. Employee agrees to
devote such of his time, attention and energy to the business of
Xxxxxxxx as may be required to perform the duties and responsibilities
assigned to him to the best of his ability and with reasonable
diligence.
3.3 COMPENSATION. Employee's initial base salary under
this Agreement will be $196,700 per annum, payable in accordance with
Angelica's current payroll practices. In addition to the Annual Base
Salary, Employee shall be awarded the opportunity to earn an incentive
bonus on an annual basis ("Incentive Bonus") under the Incentive
Compensation Plan or any incentive compensation plan which is generally
available to other similarly situated executives of Xxxxxxxx. The
Incentive Bonus during the first year of the Employment Period shall
range from 0 to 60% of Employee's Annual Base Salary. The Incentive
Bonus which Employee will have an opportunity to earn shall be reviewed
at least annually and may be adjusted at the discretion of the Chief
Executive Officer of Xxxxxxxx and the Board, dependent upon Employee's
performance and in accordance with Angelica's policies.
3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is
eligible to receive stock-based awards or grants under Angelica's 1994
Performance Plan or 1999 Performance Plan, including stock options,
restricted stock and performance awards, from time to time, in the
discretion of the Compensation and Organization Committee or the Board
of Xxxxxxxx.
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3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN.
Employee is eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the
"401(k) Plan"), based upon current eligibility requirements and subject
to the terms and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible
to participate in Angelica's "defined benefit" Pension Plan, based on
current eligibility requirements and subject to the terms and conditions
of such plan.
3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is
eligible to participate in Angelica's Supplemental Plan, based upon
current eligibility requirements and subject to the terms and conditions
of such plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end of
the initial Term or prior to the end of any subsequent renewal Term, as
the case may be, (a) by Xxxxxxxx without Good Cause or (b) by Employee
for Good Reason, then upon the negotiation and execution of a mutually
acceptable settlement and release agreement by Xxxxxxxx and Employee, in
addition to any accrued salary and other payments owed to Employee under
Angelica's other severance plans and policies, Xxxxxxxx shall pay
Employee an amount equal to Employee's then-current Annual Base Salary,
in a lump-sum payment, as soon as practicable after the Date of
Termination. In the case of a termination of Employee's employment with
Xxxxxxxx not in connection with a Triggering Transaction for any reason
other than as stated in this Section 4.1 above, Employee shall be
entitled only to accrued salary and other payments owed to Employee
under Angelica's other benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within
two years after the Triggering Transaction Date (i) Xxxxxxxx shall
terminate Employee's employment with Xxxxxxxx without Good Cause, or
(ii) Employee shall terminate employment with Xxxxxxxx for Good Reason,
or, alternatively, (b) if one of the above-described terminations of
--
employment occurs within the six-month period prior to the earlier of
(i) a Triggering Transaction or (ii) the execution of a definitive
agreement or contract that eventually results in a Triggering
Transaction, then, in addition to any accrued salary and other payments
owed to Employee under Angelica's other benefit plans and policies,
Xxxxxxxx shall pay to Employee an amount equal to 2.99 times Employee's
then-current Annual Base Salary, in a lump-sum payment, after either (y)
the Date of Termination, in the case where the sequence of the requisite
events is as set forth in subsection (a) above or (z) the Triggering
Transaction Date, in the case where the sequence of the requisite events
occurred as set forth in subsection (b) above (the relevant date for
purposes of entitlement to the benefits set forth in this Section 4.2 is
hereinafter referred to as the "Entitlement Date"). In addition, at the
Entitlement Date, to the extent not otherwise provided for under the
terms of Angelica's stock option plans or Employee's stock option
agreements, all stock options held by Employee that have not expired in
accordance with their respective terms shall vest and become fully
exercisable. Also, for purposes of that
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certain Retirement Benefit Agreement dated August 25, 1987 by and
between Employee and the Company (the "Retirement Agreement"), the
vesting schedule set forth in Section 1(e) of the Retirement Agreement
(and the benefits due pursuant thereto) shall be computed based upon the
actual number of years Employee had been employed by the Company as of
the Date of Termination plus five years; provided, however, in no
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event shall Employee be deemed to be vested with respect to more than
100% of the benefit due pursuant to the Retirement Agreement. In the
case of any termination of Employee's employment with Xxxxxxxx in
connection with a Triggering Transaction for any reason other than as
stated in this Section 4.2 above, Employee shall be entitled only to
accrued salary and other payments owed to Employee under Angelica's
other benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the
Date of Termination, regardless of whether such termination is by the
action of Employee or Xxxxxxxx or by mutual agreement, Employee shall
not, either for himself or on behalf of any person, firm or corporation
(whether for profit or otherwise) engage in any form of competition with
Xxxxxxxx, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business conducted by the
Operating Line of Business in the United States, Canada or any other
country in which Xxxxxxxx does business. This requirement, however,
will not limit Employee's right to invest in the capital stock or other
equity securities of any corporation, the stock or securities of which
are publicly owned or are regularly traded on any public securities
exchange. In addition, notwithstanding this Section 5.1, if Employee is
terminated by Xxxxxxxx without Good Cause or if Employee terminates his
employment with Xxxxxxxx for Good Reason, then Employee will not be
subject to the restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Xxxxxxxx, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and
trade secrets of Xxxxxxxx or its licensors or customers. Employee
agrees that the maintenance of the proprietary character of such
information and property to the full extent feasible is important and
that for so long as any such confidential information and trade secrets
may remain confidential, secret or otherwise wholly or partially
protectable, either during or after Employee's Employment Period, shall
not use or divulge such confidential information or property except as
permitted or required by the duties of Employee's employment with
Xxxxxxxx. Employee shall not remove any property of a proprietary
nature from Angelica's premises except as required by the duties of
Employee's employment. Employee shall return to Xxxxxxxx upon
termination of his employment with Xxxxxxxx, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Xxxxxxxx.
5.3 NON-DIVERSION. During the Employment Period and for
one year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Xxxxxxxx any trade or business with any customer of Xxxxxxxx
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
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5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that
the period and areas of restriction following the Date of Termination,
as set forth in this Section 5, are reasonably required for the
protection of Xxxxxxxx and its business, as well as the continued
protection of Angelica's employees. If any one or more of the covenants,
agreements or provisions contained herein shall be held to be contrary
to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held
invalid, then such particular covenant, agreement or provision shall be
null and void and shall be deemed separable from the remaining
covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the
length of time or the geographic area set forth herein is deemed too
restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to
the restrictive covenants contained in this Section 5 may as a matter of
course be restrained by equitable or injunctive process issued out of
any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as
set forth in this Section 5 and Angelica's obtaining of injunctive
relief, the period of restrictions set forth herein shall commence from
the date of the issuance of the order which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth
below; provided that all notices to Xxxxxxxx shall be directed to the
attention of the Chief Executive Officer of Xxxxxxxx, or to such other
address as one party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
Notice to Employee
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Xxxx X. Xxxxxx
000 Xxxxxx Xxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Notice to Xxxxxxxx
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the
failure to assert any right Employee or Xxxxxxxx may have hereunder
shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement and shall not operate or be
construed as a waiver of any subsequent breach of the same provision.
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6.3 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri,
without reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Xxxxxxxx and any such successor
shall be deemed to be substituted for Xxxxxxxx under the terms of this
Agreement. Xxxxxxxx shall 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 Xxxxxxxx to assume
expressly and agree to perform the provisions of this Agreement as if no
such succession had taken place. As used in this Agreement, "Xxxxxxxx"
shall mean Xxxxxxxx as hereinbefore defined or any successor to
Angelica's business and/or assets which assumes and agrees to perform
this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,
discussions or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
---------------------------------
Name: Xxx X. Xxxxxx
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Title: Chairman, President & CEO
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