Exhibit 10.7
AGREEMENT made February 22, 2005 effective as of the 1st day of April 2005
by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at
000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000-0000 (hereinafter called "Employer"), and
XXXXXXX X. XXXXXXX residing at 00 Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (hereinafter
called, "Employee").
W I T N E S S E T H:
1. Employer hereby employs Employee, and Employee hereby accepts
employment, upon the terms and conditions hereinafter set forth.
2. (a) The term ("Term") of the Agreement shall be the five year period
commencing April 1, 2005 and terminating March 31, 2010.
(b) In the event that Employee remains or continues in the employ of
Employer after the Term, such employment, in the absence of a further written
agreement, shall be on an at-will basis, terminable by either party hereto on
thirty (30) days' notice to the other and, upon the 30th day following such
notice, the employment of Employee shall terminate.
(c) Upon expiration of the Term of this Agreement, neither party shall
have any further obligations or liabilities to the other except as otherwise
specifically provided in this Agreement.
3. Employee shall be employed in an executive capacity of Employer (and
such of its affiliates, divisions and subsidiaries as Employer shall designate).
Employer shall use its best efforts to cause Employee to be elected and continue
to be elected President and Co-Chief Executive Officer of Employer during the
Term of this Agreement. The precise services of Employee may be designated or
assigned from time to time at the direction of the Board of Directors, the
Chairman of the Board, and the Vice-Chairman of the Board, provided, however,
that the duties assigned shall be of a character and dignity appropriate to a
senior executive of a corporation and consistent with Employee's background and
experience, and all of the services to be rendered hereunder by Employee shall
at all times be subject to the control, direction and supervision of the Board
of Directors of Employer, to which Employee does hereby agree to be bound.
Employee shall devote his entire time, attention and energies during usual
business hours (subject to Employer's policy with respect to vacations, holidays
and illnesses for comparable executives of Employer) to the business and affairs
of Employer, its affiliates, divisions and subsidiaries as Employer shall from
time to time direct. Employee further agrees during the Term of this Agreement
to serve as an officer or director of Employer or of any affiliate or subsidiary
of Employer as Employer may request, and if Employee serves as such officer or a
director he will do so without additional compensation, other than director's
fees or honoraria, if any. Subject to execution of this Agreement, Employee has
been nominated as a director of Employer for election at Employer's 2005 Annual
Meeting of Stockholders, but Employer cannot guaranty that Employee will be so
elected by the stockholders, and the failure of Employee to be so elected as
director of Employer shall not constitute breach of this Agreement. Employer
agrees that during the Term of this Agreement Employee's principal office of
employment shall be within a sixty (60) mile radius of Norwalk, Connecticut.
During the Term of this Agreement and during any subsequent employment of
Employee by Employer, Employee shall use his best efforts, skills and abilities
in the performance of his services hereunder and to promote the interests of
Employer, its affiliates, divisions and subsidiaries. Employee shall not,
during the Term and during any subsequent employment of Employee by Employer, be
engaged in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage. The foregoing shall not
be construed as preventing Employee from investing his assets in such form or
manner as will not require any services on the part of Employee in the operation
of the affairs of the companies in which such investments are made, provided,
however, that Employee shall not, either directly or indirectly, be a director
of or make any investments in any company or companies which are engaged in
businesses competitive with those conducted by Employer or by any of its
subsidiaries or affiliates except where such investments are in stock of a
company listed on a national securities exchange, and such stock of Employee
does not exceed one percent (1%) of the outstanding shares of stock of such
listed company.
Employee shall not at any time during or after the Term of this Agreement
use (except on behalf of Employer), divulge, furnish or make accessible to any
third person or organization any confidential information concerning Employer or
any of its subsidiaries or affiliates or the businesses of any of the foregoing
including, without limitation, confidential methods of operations and
organization, confidential sources of supply, identity of employees, customer
lists and confidential financial information. In addition, Employee agrees that
all lists, materials, books, files, reports, correspondence, records and other
documents and information ("Employer Materials") used, prepared or made
available to Employee, shall be and shall remain the property of Employer. Upon
the termination of employment of Employee or the expiration of this Agreement,
whichever is earlier, all Employer Materials shall be immediately returned to
Trans-Lux Corporation, and Employee shall not make or retain any copies thereof,
nor disclose or otherwise use any information relating to said Employer
Materials to any other party. As used herein the term Employer shall include
Employer, Employer's subsidiaries and affiliates, and any individuals employed
during the term of their employment, by any of them.
4. (a) For all services rendered by Employee during the Term of this
Agreement, Employer shall pay Employee a salary at the rate of TWO HUNDRED
EIGHTY THOUSAND DOLLARS ($280,000) per annum during each of the periods April 1,
2005 to March 31, 2006, April 1, 2006 to March 31, 2007, April 1, 2007 to March
31, 2008, April 1, 2008 to March 31, 2009 and April 1, 2009 to March 31, 2010
and subject to the CPI Adjustment, as hereinafter defined, for each future
calendar year subsequent to 2005. The payments to be made to Employee for the
twelve month periods commencing April 1, 2006, 2007, 2008 and 2009 shall each be
appropriately adjusted upward ("CPI Adjustment") for inflation in the prior
calendar year at the beginning of each such twelve month period based on the
United States Department of Labor Bureau of Labor Statistics, Consumer Price
Index, United States City Average, all items (2006 = 100). Such salary shall be
payable weekly, or monthly, or in accordance with the payroll practices of
Employer for its executives. The Employee shall also be entitled to all rights
and benefits for which he shall be eligible under any stock option plan, bonus,
participation or extra compensation plans, pensions, group insurance or other
benefits which Employer presently provides, or may provide for him and for its
employees generally.
This Agreement shall not be deemed abrogated or terminated if Employer, in
its discretion, shall determine to increase the compensation of Employee for any
period of time, or if the Employee shall accept such increase. In addition to
the group insurance set forth herein, Employer also agrees to continue to
provide Employee with term life insurance in the amount of $75,000 at the
non-smoking rate during the term of this Agreement, provided Employee is
insurable at standard rates, with Employee paying any excess premium over the
non-smoking rate. The Employer shall transfer such policy to Employee on his
retirement or termination of this Agreement by either party without cause. All
payments under this Agreement are in United States dollars unless otherwise
specified. In the event Employee is non-insurable, then Employer shall pay to
Employee from such determination during the remainder of the Term annually the
amount the premium for the above mentioned $75,000 policy would have been at the
standard rates. Upon termination of this Agreement as a result of expiration of
the Term (without any new agreement), or termination by either party of any
at-will employment basis or either the Employee's retirement or discharge
without cause, Employer agrees to pay for (i) continuation of coverage of
Employee's present $75,000 life insurance for one (1) year and, (ii) unless
Medicare or equivalent is in effect, medical insurance coverage, for Employee
and his present spouse for the period of time coverage is available under COBRA,
not to exceed eighteen (18) months and, thereafter for additional months so that
the maximum time period for medical coverage is three (3) years, provided,
however, any such coverage shall cease at Employee's 65th birthday (or in the
case of his spouse, what would have been Employee's 65th birthday if he dies
during such time period).
(b) Employer may make appropriate deductions from the said payments
required to be made in this Section 4 to Employee to comply with all
governmental withholding requirements.
(c) If, during the Term of this Agreement and if the Employee is still
in the employ of Employer, Employee shall be prevented from performing or be
unable to perform, or fail to perform, his duties by reason of illness or any
other incapacity for four (4) consecutive months (excluding normal vacation
time) during the Term hereof, Employer agrees to pay Employee thereafter for the
duration of such incapacity (i) during the Term, or (ii) 24 months, whichever is
greater, 50% of the base salary which Employee would otherwise have been
entitled to receive if not for the illness or other incapacity; provided,
however, if such incapacity ceases while such payments are being made, then any
such payments shall cease. Notwithstanding the foregoing, to the extent such 24
month period continues after the end of the Term and Employee is entitled to
payments under Section 7, then the payment under this Section 4(c) shall
terminate and Section 7 shall apply. If payments under Section 7 cease because
of Employee's death prior to the end of the 24 month period under this Section
4(c), then the balance of the payments hereunder will be made, for example, if
Employee has received 6 months of disability payments before the Term expires
and dies after receiving 12 months of payments under Section 7, then Employee's
widow or surviving issue will receive the remaining 6 months of payments under
this Section 4(c). If Employee dies during such 24 month period prior to the
end of the Term, then Section 4(e) shall apply and the payments under this
Section 4(c) shall terminate.
(d) The Board upon the recommendation of the Compensation Committee of
the Board shall consider no later than May 31, 2006, 2007, 2008, 2009, 2010 and
2011 respectively (provided there is no delay in obtaining the financial
statements as provided below, but in no event later than 45 days following
receipt thereof) the grant of a bonus ("Bonus") to Employee based on Employer's
performance for Employer's immediately preceding fiscal year. Notwithstanding
the foregoing, Employer shall pay Employee the Bonus rate applicable for each
level of annual pre-tax consolidated earnings for any of the fiscal years ending
December 31, 2005 (including the period January 1-March 31, 2005 as provided
hereafter in Section 13), 2006, 2007, 2008, 2009 and 2010 only, (provided
however that the Bonus, if any, for 2010 shall be 25% of the amount set forth
below for such year), in the respective amounts hereinafter set forth in the
event Employer's pre-tax consolidated earnings for such year determined in
accordance with Section 4(d) meet or exceed the respective amounts hereinafter
set forth, not to exceed $150,000 for any year ($37,500 for January 1-March 31,
2010).
Amount of Annual Pre-Tax Bonus Percent Highest Amount
Consolidated Earnings on Amount Per Level
------------------------ ------------- --------------
$ 0 - $ 1,000,000 2 1/2% $25,000
$1,000,000 - 2,000,000 3 1/4% 32,500
$2,000,000 - 4,312,500 4 % 92,500
--------
$150,000 (highest aggregate Bonus)
No Bonus shall be payable for annual pre-tax consolidated earnings less than
$500,000 or in excess of $4,312,500. There shall be excluded from the
calculation of pre-tax consolidated earnings during the Term of this Agreement
the amount by which (x) any item or items of unusual or extraordinary gain in
the aggregate exceeds 20% of the Employer's net book value as at the end of the
immediate preceding fiscal year, (y) any item of unusual or extraordinary loss
in the aggregate exceeds 20% of the Employer's net book value as at the end of
the immediate preceding fiscal year, in each case in (x) and (y) above as
determined in accordance with generally accepted accounting principles and items
of gain and loss shall not be netted against each other for purpose of the above
20% calculation, or (z) any contractual Bonuses and or contractual profit
participations accrued or paid to Employee and other employees.
Provided Employee is not in default of the Agreement, the Board may,
in any event, even if any of the aforesaid pre-tax consolidated earnings levels
are not exceeded, grant the Employee the aforesaid Bonus or any portion thereof
for such year based on his performance.
Notwithstanding anything to the contrary contained herein, if
Employee is not in the employ of Employer at the end of any aforesaid 2005,
2006, 2007, 2008 and 2009 fiscal year, or on March 31, 2010 no Bonus shall be
paid for such fiscal year or part thereof as to 2009. In the event of
Employee's death on or after January 1 of 2006, 2007, 2008, 2009 or 2010, or
April 1, 2010 as to 2010, any Bonus to which he is otherwise entitled for the
prior fiscal year or 2010, as the case may be, shall be paid to his widow if she
shall survive him or if she shall predecease him to his surviving issue per
stirpes and not per capita.
Such pre-tax consolidated earnings shall be fixed and determined by
the independent certified public accountants regularly employed by Employer.
Such independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by Employer's independent certified public accountants in
arriving at such annual pre-tax consolidated earnings as disclosed in Employer's
annual statement for that year of profit and loss released to its stockholders.
The determination by such independent certified public accountants shall be
final, absolute and controlling upon the parties. Notwithstanding the
foregoing, any interest expense savings resulting from conversion of the
Employer's 7 1/2% Convertible Subordinated Notes due 2006 and 8-1/4% Limited
Convertible Senior Subordinated Notes due 2012 may be included or excluded in
such calculation by the Board in its sole discretion. Payment of such amount,
if any is due, shall be made for each year by Employer to Employee within sixty
(60) days after which such accountant shall have furnished such statement to
Employer disclosing Employer's pre-tax consolidated earnings for each of the
years 2005, 2006, 2007, 2008, 2009 and 2010. Employer undertakes to use
reasonable efforts to cause said accountants to prepare and furnish such
statements within one hundred thirty (130) days from the close of each such
fiscal year and to cause said independent certified public accountants,
concomitantly with delivery of such statement by accountants to it, to deliver a
copy of such statement to Employee. The Employer shall not have any liability
to Employee arising out of any delays with respect to the foregoing.
(e) In the event Employee dies during the Term of this Agreement while
the Employee is still in the Employ of Employer, Employer shall pay to
Employee's widow or his surviving issue, as the case may be, for twenty-four
(24) months, annual death benefits payable weekly or in accordance with
Employer's payroll practices in an amount equal to 50% of Employee's then annual
base salary rate.
(f) So long as Employer's Common Stock is publicly traded, Employee, in
lieu of receiving cash payment of any Bonus, may elect to receive all or part of
any such Bonus by delivery of the Employer's Common Stock, par value $1.00 per
share ("Common Stock") valued at the closing market price on date of election,
or if not traded on such date, the last reported closing market price. Such
election must (i) be made within ten (10) days after notice of the amount of
such Bonus and (ii) require a minimum of one hundred (100) shares. No
fractional shares will be issued. Employee acknowledges that any such shares
must be purchased for investment and not with a view to distribution and cannot
be resold without an exemption from registration under the Securities Act of
1933, as amended, such as Rule 144 which requires, among other things, a one (1)
year holding period. Prior to commencement of any fiscal year period under
Section 4(d), Employee may also elect to defer payment of any such Bonus for up
to ten (10) years by giving written notice to Employer of Employee's request for
said deferral. Any such deferred Bonus shall not accrue interest whatsoever.
(g) Employer agrees to continue to provide Employee with split dollar
life insurance in the initial face amount of $500,000 with paid-up additions
from dividends for up to the first 20 years of the policy in accordance with
Male Smoker Age 50 Presentation annexed hereto as Exhibit B. In the event and
at such time as Employee stops smoking in accordance with the insurance
company's regulations, any premium reductions resulting therefrom shall be
utilized to purchase additional life insurance for Employee under separate
policies in accordance with the available offerings.
(h) In addition, Employer agrees to pay to Employee and his
beneficiaries ("Beneficiaries") as additional supplemental retirement benefits
("ASRB"), an amount so that the aggregate retirement benefits payable to
Employee and Beneficiaries under the Trans-Lux Corporation Pension Plan ("Plan")
plus such ASRB will equal the amount which would have been payable to Employee
and Beneficiaries under the Plan but for (i) the limitations on the maximum
annual benefits imposed by Section 415 of the Internal Revenue Code of 1986
("IRC"), (ii) the limitations on the amount of annual compensation which may be
taken into account under Section 401(a)(17) of the IRC, and (iii) any further
limitations in benefits under the Plan resulting from statutory changes or from
modifications in the Plan required by statutory changes after December 31, 2001.
It is understood that the purpose of this paragraph is that (a) Employee and
Beneficiaries shall receive as a result of the ASRB payment, the full benefit
which would otherwise have been payable from the Plan had no Plan or statutory
restrictions been imposed by law, and (b) that any additional taxes payable by
Employee on any ASRB payment as a result of such Plan or statutory restrictions
shall be paid to Employee by Employer grossed up in such manner as to offset the
effect of Employee's state and federal income taxes on such payments. The ASRB
payable pursuant to this paragraph shall be paid to the same parties and at the
same time that the payments under the Plan are paid, provided, however, that
Employee may defer receipt of any ASRB payments attributable to services
rendered in any year, for up to ten (10) years, by written notice to Employer
prior to the commencement of any such year, such notice to set forth the number
of years any such payments are to be deferred. Any such deferred ASRB payment
shall not accrue interest whatsoever. The obligations of Employer payable
pursuant to this subparagraph (h) are intended to be unfunded for income tax
purposes and shall not constitute a trust fund, escrow amount, amount set apart,
or other account credited with funds for the benefit of Employee or his
Beneficiaries.
5. During the Term of this Agreement, Employer will reimburse Employee for
traveling or other out-of-pocket expenses and disbursements incurred by Employee
with Employer's approval in furtherance of the businesses of Employer, its
affiliates, divisions or subsidiaries, upon presentation of such supporting
information as Employer may from time to time request.
6. During the Term of this Agreement, Employee shall be entitled to a
vacation during the usual vacation period of Employer in accordance with such
vacation schedules as Employer may prescribe.
7. Both parties recognize that the services to be rendered by Employee
pursuant to this Agreement are extraordinary and unique. During the Term of
this Agreement, and during any subsequent employment of Employee by Employer,
Employee shall not, directly or indirectly, enter into the employ of or render
any services to any person, partnership, association or corporation engaged in a
business or businesses in any way, directly or indirectly, competitive to those
now or hereafter engaged in by Employer or by any of its subsidiaries during the
Term of this Agreement and during any subsequent employment of Employee by
Employer and Employee shall not engage in any such business, directly or
indirectly on his own account and, except as permitted by Section 3 of this
Agreement, Employee shall not become interested in any such business, directly
or indirectly, as an individual, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or in any other relationship or
capacity. For a period of two (2) years following termination of employment,
Employee shall not directly or indirectly (i) engage or otherwise be involved in
the recruitment or employment of the Employer's employees or any individual who
was such an employee within one (1) year of any such termination of employment,
(ii) solicit or assist in obtaining business from a customer of the Employer who
was a customer during the two (2) year period prior to termination of
employment, with respect to products or services competitive with products or
services of Employer, or (iii) communicate, publish, or otherwise transmit, in
any manner whatsoever, untrue or negative information or comments regarding
Employer.
Employer shall be entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in law or in equity,
to obtain damages for any breach of this Agreement, or to enjoin Employee from
any breach of this Agreement, but nothing herein contained shall be construed to
prevent Employer from pursuing such other remedies as Employer may elect to
invoke.
In the event Employee leaves the employ of Employer (or successor to
Employer which assumes this Agreement) at the end of the Term or the end of the
term of any "proposed renewal contract" as hereinafter set forth in this
Section, then, except as hereinafter provided, Employer shall pay to Employee
weekly or bi-weekly in accordance with Employer's payroll practices as severance
pay, an amount equal to one hundred percent (100%) of Employee's base salary
under Section 4(a) in effect at time of termination of employment (e.g., at rate
of $280,000 plus CPI Adjustment per annum if termination is April 1, 2010) for a
period of three (3) years, or until Employee reaches age 65 or until Employee's
death, whichever first occurs. The foregoing severance payments shall not apply
if (i) Employee is discharged for cause or (ii) Employee rejects a "proposed
renewal contract" having a term of at least three (3) years and otherwise having
at least the same terms and conditions as in effect on March 31, 2010, or at the
end of the term of any subsequent renewal contract, provided no such renewal
contract will continue past Employee's 65th birthday and will automatically
terminate on such date unless the parties otherwise mutually agree in writing.
Furthermore, if Employee violates the confidentiality clause in Section 3 or
violates or challenges the enforceability of any of the clauses of this Section
7, Employer may, in addition to all other remedies to which it is entitled,
cease the payments under this Section 7. The severance pay hereunder is not
payable in the event Employee dies during the Term or for any time period
following his death during the above severance pay period. In the event
Employee is disabled at the end of the Term and receiving payments under Section
4(c), then the payment under this Section 7 shall be at the rate of fifty
percent (50%), and not one hundred percent (100%), of Employee's base salary
under Section 4(a) in effect at time of termination of employment and shall be
in lieu of any payments under Section 4(c) which payments shall terminate so
that there is no duplication of payment; provided, however, if such disability
ceases prior to the end of the two (2) year time period, the payment rate shall
be one hundred percent (100%) so long as any disability does not recur. During
the period in which Employer makes payment to Employee under this Section 7,
Employee agrees to be available for reasonable telephonic consultation as to
matters Employee worked on during the Term.
8. In the event any provision of Section 7 of this Agreement shall be held
invalid or unenforceable by reason of the geographic or business scope or the
duration thereof, such invalidity or unenforceability shall attach only to such
provision and shall not affect or render invalid or unenforceable any other
provision of this Agreement, and this Agreement shall be construed as if the
geographic or business scope or the duration of such provision had been more
narrowly drawn so as not to be invalid or unenforceable.
9. (a) Employee shall have the right to cancel and terminate this Agreement
on 75 days prior written notice from the date of occurrence if there has been a
"Change in Control of Employer", as hereinafter defined. Upon such termination
becoming effective pursuant to such notice by Employee, (a) Employer and
Employee shall be released from all further liability and obligations provided
for in the Agreement, except that Employee shall still be subject to and bound
by his obligations under Section 7 as modified herein; (b) Employer shall pay to
Employee his Bonus for the prior calendar year (if not previously paid) as and
to the extent provided for in Section 4 (d); and (c) Employee shall be paid in a
lump sum on the effective date of termination the amount of $1,200,000. If
Employee is incapacitated at the time of his notice under this Section 9(a), the
above payments shall be in lieu of the payments provided under Section 4(c)
which payments shall cease and terminate at the end of the 75 day notice period.
In the event of Employee's death during the 75 day notice period, any amounts
still payable to Employee by reason of such termination shall be paid to his
widow if she shall survive him, or if she shall predecease him, to his surviving
issue, per stirpes and not per capita. The notice under this Section 9 must be
given within 60 days of the occurrence of the applicable event or be deemed
waived. To the extent any such payments made pursuant to this Section 9(a)
above are deemed to be an "excess parachute payment" under Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and are subject to tax
pursuant to Section 4999 of the Code, such payments shall be grossed up in such
a manner as to offset the effect of such excise tax on such payments. For
purpose of this Section 9(a), the phrase "Change in Control of Employer" shall
be deemed to have occurred if (x) any person (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) hereafter becomes the
beneficial owner, directly or indirectly, of securities of Employer,
representing 25% or more of the combined voting power of the Employer's then
outstanding securities (other than Xxxxxxx Xxxxxx and/or members of his family,
directly or indirectly through trusts or otherwise), and (y) during any period
of two (2) consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of Employer cease by reason of a contested
election to constitute at least a majority thereof, unless Xxxxxxx Xxxxxx (or,
in the event of his death, a majority of Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxx
Xxxxxx) shall have approved such change in the majority. For further purposes
of this Section 9(a) or in the event Employer rejects this Agreement in a
proceeding for relief under Chapter 11 of the Bankruptcy Code, then, in either
such case, the restriction in Section 7(ii) shall only apply to a customer of
Employer who was a customer during the six (6) month period prior to termination
of employment with respect to replacing Employer's leased products with
competitor's purchased or leased products or Employer's service contracts with
replacement service contracts for Employer's equipment, as long as such service
or lease agreement is in effect (including continuation of use or other
extension beyond the termination date thereof). The restrictions in Section
7(i) and (iii) shall continue without modification, but the obligation to
provide telephonic consulting shall terminate.
(b) In the event there is a Change in Control of Employer when a change
in the majority of the Board of Directors is approved as provided in Section
9(a) above, then notwithstanding such approval, (i) the Term of this Agreement
shall be extended for an additional three (3) years (each an "extended year")
through Xxxxx 00, 0000, (xx) the salary during each such extended year shall be
at the higher of the annual rate of Two Hundred Ninety Five Thousand Dollars
($295,000) or the salary rate in effect on March 31, 2010 based on the CPI
Adjustment, (iii) the salary shall continue to be adjusted by the CPI Adjustment
for the last two years of the extended Term based on the increase from April 1,
2010, and (iv) Employee shall be entitled to a Bonus for each such extended year
equal to the greater of the Bonus rate in effect for 2009 or the highest annual
Bonus paid Employee during the five (5) calendar year period preceding such
approved Change in Control of Employer. In the event of a Change in Control of
Employer, services rendered by Employee for the balance of the Term will be of a
type, dignity and nature appropriate to the President and Co-Chief Executive
Officer of the Employer and of similar responsibility and authority as then
being rendered.
(c) In the event of a Change in Control of Employer under either (x)
Section 9(a), whether or not Employee terminates this Agreement, or (y) Section
9(b) above, then Employer shall give Employee, (i) to the extent Employer did
not receive credit for service because a freeze was in effect, additional ASRB
under Section 4(h) under the present Plan for the amount of such credit not
realized because of the freeze; and (ii) if the Employer discontinues such Plan,
(x) additional ASRB for the amount of credit for service not realized because of
discontinuance, and (y) ASRB as provided in Section 4(h) as if such Plan had not
been discontinued.
10. The waiver by Employer of a breach of any provision of this Agreement
by Employee shall not operate or be construed as a waiver of any subsequent
breach by Employee.
11. Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and served personally or sent by United States
certified or registered mail, return receipt requested, or overnight courier
such as Federal Express or Airborne to his address as stated on Employer's
records, in the case of Employee, or to the office of Trans-Lux Corporation,
attention of the Chairman or Chief Financial Officer, 000 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxx 00000-0000, in the case of Employer, or such other address
as designated in writing by the parties.
12. This Agreement shall be construed in accordance with the laws of the
State of New York.
13. This instrument contains the entire agreement between the parties and
supersedes as of April 1, 2005 the Agreement between Employer and Employee dated
as of April 1, 2002 as amended except any amounts which accrued as of such date
and are unpaid but excluding any Bonus for the period January 1-March 31, 2005
which is covered by Section 4(d) hereof. It may not be changed, modified,
extended or renewed orally except by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, discharge or
extension is sought.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day and
year above written.
TRANS-LUX CORPORATION
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Executive Vice President
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx
