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EXHIBIT 10(t)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), made effective December 1,
1996, by and between Wellington Hall, Limited, a North Carolina corporation
("Company"), Xxxxx X. Xxxxxxxx, Xx. xx Xxx Xxxxx Xxxx, Xxxxxxxx ("Xxxxxxxx")
and Muebles Wellington Xxxx, X.X. ("Muebles");
WITNESSETH:
WHEREAS, the Company owns a business located North of Lexington, North
Carolina, on Interstate 85, and through its wholly owned subsidiary, Wellington
Hall Caribbean Corp, the Company is the owner of Muebles in San Xxxxx Sula,
Honduras; and
WHEREAS, Xxxxxxxx is presently General Manager and Director of Muebles
(a subsidiary of the Company since July 1989); and
WHEREAS, Company, Xxxxxxxx and Muebles desire to reduce Xxxxxxxx'x
Employment Agreement to writing; and
WHEREAS, the Company desires to continue the employment of Xxxxxxxx as
General Manager and Director of Muebles; and
WHEREAS, the terms and conditions of this Agreement were duly
reviewed, approved and authorized by the Company's Board of Directors at its
meeting held on the 31st day of August, 1996.
NOW, THEREFORE, in consideration of the premises and the promises of
the parties as hereinafter set forth, the parties hereby covenant and agree as
follows:
1. EMPLOYMENT AND DUTIES. Muebles hereby employs Xxxxxxxx and
Xxxxxxxx accepts employment as General Manager and Director of Muebles to
perform he duties of the general management of the plant located in San Xxxxx
Sula and any other duties that may be reasonably assigned to him by the
President or Board of Directors of Muebles for the term of this Agreement.
2. PERFORMANCE. During the term of this Agreement, Xxxxxxxx agrees
to devote his full time and attention to such employment and to use his best
efforts in the performance of the duties customarily incident to such offices
and such other duties that may from time-to-time be assigned to him by the
Board of Directors.
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3. TERM. The initial term of this Agreement will be for one (1)
year beginning December 1, 1996, and ending on November 30, 1997, unless
sooner terminated as provided herein. Thereafter, the term of this Agreement
shall automatically be extended for successive one-year terms unless and until
either party shall give the other written notice of termination at least
ninety (90) days prior to the end of the current term or any extended term.
4. COMPENSATION. In consideration of services to be rendered by
Xxxxxxxx hereunder (the "Services"), which Services are acknowledged by the
Muebles to be valuable, unique and in its best interest, the Muebles agrees to
pay to Xxxxxxxx and he agrees to accept the following annual compensation
payable monthly:
(a) The sum of Fifty Thousand Dollars ($50,000.00) payable monthly
in either Dollars or Lempiras or partly in Dollars and partly
Lempiras as Xxxxxxxx may direct. In the event Xxxxxxxx
directs that all or part of the annual salary be payable in
Lempiras, then the conversion rate from Dollars to Lempiras
will be the official rate as of the date of payment as
determined by Bancasa's Offer to Purchase Dollars.
(b) In addition to compensation described in subparagraph (a)
above, Xxxxxxxx shall be entitled to a bonus as prescribed by
the Board of Directors of the Company by official resolutions
dated the 28th day of June, 1990.
5. EXPENSES. The Muebles recognizes that in the course of performing
his services hereunder Xxxxxxxx will necessarily incur expenses in connection
with those duties. The Muebles will reimburse Xxxxxxxx for all reasonable
business expenses in connection with activities required pursuant to his duties
as General Manager of the plant in San Xxxxx Sula, Honduras. Reimbursement to
be made within thirty (30) days after filing the requisite request and
documentation of expenses so incurred.
6. OFFICE. In connection with his duties as General Manager of
Muebles, Xxxxxxxx will be provided an office at the Muebles plant in San Xxxxx
Sula, Honduras, with the usual office appointments.
7. INSURANCE. Xxxxxxxx shall be provided with any life or medical,
accident or health insurance heretofore provided to him.
8. DISABILITY. Xxxxxxxx shall receive full compensation for any
period of illness or incapacity during the term of this Agreement.
Notwithstanding the foregoing, the Company shall have the right to terminate
this Agreement if such illness or incapacity shall be of such a
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character as to prevent Xxxxxxxx from materially performing his duties
hereunder for a period of six (6) consecutive months by giving Xxxxxxxx at
least thirty (30) days written notice of the Company's intention to do so. If
Xxxxxxxx resumes the performance of his duty within thirty (30) days following
receipt of such notice and materially performs such duties on a regular basis
thereafter, then this Agreement shall continue in full force and the Company's
notice of intention to terminate shall have no further effect.
9. GENERAL BENEFITS. This Agreement is not intended and shall not
be deemed to be in lieu of any rights, benefits and privileges to which Xxxxxxxx
may be entitled as an employee of Muebles under any retirement, pension,
profit-sharing, vacation or other plan which may now be in effect or which may
hereinafter be adopted by Muebles.
10. TERMINATION FOR CAUSE. Muebles shall have the right to
terminate this Agreement only for cause. "For cause" for the purpose of this
Agreement shall be deemed to be only (a) willful material breach of Xxxxxxxx'x
obligations under this Agreement, which breach is not substantially cured by
Xxxxxxxx within ten (10) business days after Muebles gives written notice of
the specific alleged breach to Xxxxxxxx (it being understood that Xxxxxxxx'x
failure to perform and discharge his business and responsibilities hereunder as
a result of his incapacity due to physical or mental illness or injury or
accident or death shall not be deemed such a breach); (b) willful gross
misconduct of Xxxxxxxx in the course of his employment that is substantially
injurious to the Company or Muebles.
11. NOTICES. All notices to be given by any party to this Agreement
to any other party shall be in writing and shall be given by depositing such
notice in the United States mail first-class, postage prepaid, addressed as
follows:
If to Company: Chairman of the Board
Wellington Hall Limited
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
With Copy To: Xxxxxxx X. Xxxxxx
Brinkley, Walser, McGirt,
Miller, Xxxxx & Coles PLLC
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
If to Xxxxxxxx: Xxxxx X. Xxxxxxxx, Xx.
XXX000
Xxx Xxxxx Xxxx, Xxxxxxxx
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12. MISCELLANEOUS.
(a) This Agreement is deemed executed in the State of North Carolina and
shall be governed by and construed according to the laws of the
State of North Carolina and in the event either party desires to
litigate any matters involving this Agreement, the venue for such
litigation will be the Superior Court of Davidson County, North
Carolina.
(b) This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including, without limitation,
any person, partnership, company or corporation which may acquire
substantially all of the Company's assets or business or into which
the Company may be liquidated, consolidated, merged or otherwise
combined, and shall inure to the benefit of and be binding upon
Xxxxxxxx, his heirs, distributees and personal representatives.
(c) The failure of either the Company or Xxxxxxxx to insist in any one or
more instances upon performance of any terms or conditions of this
Agreement shall not be construed to be a waiver of future performance
of any such term, covenant or condition and the obligations of the
respective parties hereto shall continue in full force and effect.
(d) This Agreement constitutes the full and complete understanding and
agreement between the Company and Xxxxxxxx as to the subject matter
hereof and supersedes all prior understandings and agreements and
cannot be amended, modified or supplemented in any respect except
by subsequent written agreement of the Company and Xxxxxxxx.
(e) Headings in this Agreement are for convenience only and shall not be
used to interpret or construe its provisions.
(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall be
one and the same instrument.
(g) Annual compensation payable under this Agreement shall cease upon
Xxxxxxxx'x death; however, any deferred compensation arrangements
which may be payable to Xxxxxxxx under this Agreement or any other
plan, along with any stock options which have been earned pursuant to
any Stock Option Agreement to be entered into by Company and Xxxxxxxx
shall remain in full force and effect and be payable in accordance
with their terms.
(h) Death, illness, incapacity or disability of Xxxxxxxx during the term
hereof shall not constitute a breach of this Agreement by Xxxxxxxx.
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IN WITNESS WHEREOF, the parties hereto have hereunto signed their
names, and the Company and Muebles have caused their names to be signed hereto
by their respective Presidents and attested by their respective Secretaries and
their corporate seals to be affixed, and the undersigned individual herewith
expressly adopts as his seal the word "SEAL" appearing beside his signature
below, all of which was done as of the day and year first above written.
COMPANY:
WELLINGTON HALL LIMITED
By: /s/ Xxxx Xxxxxxx
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President
ATTEST:
/s/ X.X. Xxxxxxxx
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Secretary
(Corporate Seal)
MUEBLES WELLINGTON XXXX, X.X.
By: /s/ Xxxx Xxxxxxx
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President
ATTEST:
/s/ Xxxxxxx Xxxxxx
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Secretary
(Corporate Seal)
/s/ Xxxxx X. Xxxxxxxx, Xx.
----------------------------------(SEAL)
Xxxxx X. Xxxxxxxx, Xx
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