EXHIBIT 10(u)
THIS AGREEMENT made the 23rd day of December, 1996.
BETWEEN:
CARSEN GROUP INC.,
an Ontario corporation,
(hereinafter called "Carsen" or "the Employer")
- and -
XXXXXX X. XXXXX, of the City of North York, in
the Municipality of Metropolitan Toronto, an
Executive, (hereinafter called the "Employee")
WHEREAS the Employee has been employed by Carsen since on or about the 1st
day of November, 1981 and the parties have decided to enter into a formal
employment agreement for their mutual benefit.
NOW THEREFORE the parties hereto have agreed that from and after January
1, 1997 the terms and conditions of their relationship shall be as follows:
1. EMPLOYMENT
The Employee is hereby employed by the Employer in the capacity of Chief
Executive Officer and Chief Financial Officer of Carsen and shall also hold the
office of Chairman of the Board of Directors of Carsen. The Employee agrees to
be bound by the terms and conditions of this agreement and in carrying out his
duties he agrees to comply with all reasonable instructions as may be given to
him from time to time by members of the Board of Directors of the Employer or by
the President of the Employer's parent company, Cantel Industries, Inc.
2. TERM OF EMPLOYMENT
The Employee shall be employed for a period of two years commencing the
1st day of January, 1997 provided, however, that the Employee shall have the
option of being employed for a third year with remuneration and benefits as
hereinafter set forth. The Employee shall send written notice of his intention
to exercise the option to the
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Employer on or before the 1st day of August, 1998. The term of employment herein
shall be fully completed and ended without any further notice or action on the
part of either party on the 31St of December, 1998 or the 31st day of December,
1999 (in the event that the option to be employed for a third year has been
exercised by the Employee). When the employment herein has been fully completed
and ended and so long as the terms and conditions hereof have been observed and
performed by both parties to that date, then neither of the parties shall
thereafter have any obligation to or claim against the other.
3. REMUNERATION AND BENEFITS
i. In consideration of the performance by the Employee of the terms and
conditions of the within agreement:
(a) The Employer will pay to the Employee a Salary of $200,000.00
per annum, (subject to the normal statutory deductions)
payable in bi-weekly instalments in arrears for the first year
of the term of employment.
(b) The Employer will pay to the Employee a salary of $175,000.00
per annum, (subject to the normal statutory deductions)
payable in bi-weekly instalments in arrears for the second
year of the term of employment.
(c) The Employer will pay to the Employee in the event that the
Employee exercises his option for a third year of employment
the sum of $150,000.00 per annum, (subject to the normal
statutory deductions) payable in bi-weekly instalments in
arrears for the second year of the term of employment.
(d) The Employee will be entitled to participate in the Employer's
insurance benefit package and the Employer shall also make the
normal contributions to its deferred profit sharing plan for
and on behalf of the Employee.
(e) The Employee will be entitled to participate in an incentive
bonus program as set forth in Schedule "A" attached hereto.
(f) The Employee will be entitled to:
A. Eleven weeks of paid vacation time during the first year
of employment;
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B. Eighteen weeks of paid vacation time during the second
year of employment; and
C. In the event that the Employee is employed for a third
year, twenty-six weeks of paid vacation time.
Any paid vacation period shall not exceed three consecutive
weeks without the Employer's prior approval.
(g) The Employer shall reimburse the Employee for reasonable
business expenses incurred by the Employee for and on behalf
of Carsen. The reimbursement of such expenses shall be
approved by the President of the Employer's parent company,
Cantel Industries, Inc.
(h) All dollar amounts in the Agreement are Canadian dollars.
4. PROVISION OF AUTOMOBILE
During the term of his employment the Employee shall be provided with a
leased automobile and the Employer shall pay all of the operating costs of the
automobile. The Employer also agrees to transfer the lease of any such
automobile to the Employee at the end of the term of employment and the Employee
shall assume all of the terms and conditions of the said lease.
5. DISABILITY
In the event that the Employee shall by reason of sickness or accident be
prevented from performing his duties hereunder he shall be paid 50% of his
normal salary entitlement for a period of one hundred and twenty (120) days from
the date of commencement of such period of incapacity after which such salary
entitlement shall cease. Any other benefits provided for the Employee hereunder
shall continue for the one hundred and twenty (120) day period.
6. EXCLUSIVITY
During the term of his employment the Employee agrees to well and
faithfully serve the Employer and agrees that he will not during the term be
employed or engaged in any capacity in promoting, undertaking or carrying on any
other business.
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7. SEVERABILITY
In the event that any provision of this agreement is found to be void,
invalid, illegal or unenforceable by a court of competent jurisdiction, such
finding will not affect any other provision of this agreement which will
continue to be in full force and effect.
8. NOTICES
Any notice required or permitted to be given to either party must be
delivered by hand or personally to the parties address last known to the other
party and will be deemed to be received on the date of hand delivery or personal
delivery to such address.
9. WAIVER
The waiver by either party of any breach or violation of any provision of
this agreement shall not operate or be construed as a waiver of any subsequent
breach or violation.
10. MODIFICATION OF AGREEMENT
Any modification of this agreement must be in writing and signed by the
Employer and the Employee or it shall have no effect and shall be void.
This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have hereunto affixed their
corporate hand and seal as of the date first above written.
CARSEN GROUP INC.
Per Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------
DIRECTOR
/s/ Xxxxxx X. Xxxxx
------------------------------
XXXXXX X. XXXXX
SCHEDULE "A"
The Employee shall be entitled to a bonus calculated as follows, subject to
paragraph D. below:
A. For Fiscal 1997
(i) 3% of the increase in Carsen's pre-tax income over the highest pre-tax
income of any previous fiscal year up to the amount of the budgeted pre-tax
income for fiscal 1997;
(ii) 6% of the excess of Carsen's pre-tax income over that budgeted for
fiscal 1997.
B. For Fiscal 1998
(i) 2% of the increase in Carsen's pre-tax income over the highest pre-tax
income of any previous fiscal year up to the amount of the budgeted pre-tax
income for fiscal 1998;
(ii) 4% of the excess of Carsen's pre-tax income over that budgeted for
fiscal 1998.
C. For Fiscal 1999
(i) 1 1/2% of the increase in Carsen's pre-tax income over the highest
pre-tax income of any previous fiscal year up to the amount of the budgeted
pre-tax income for fiscal 1999;
(ii) 3% of the excess of Carsen's pre-tax income over that budgeted for
fiscal 1999.
D. If the Employee does not elect to be employed for a third year, then any
bonus that might be payable for the period August 1, 1998 to December 31, 1998
shall be in the sole discretion of the Employer, and the Employee shall not be
entitled to any bonus for the period after December 31, 1998.
If the Employee elects to be employed for a third year, then the bonus to
the Employee for the period August 1, 1999 to December 31, 1999 shall be in the
sole discretion of the Employer.
E. For the purposes of calculating the incentive bonus herein, "pre-tax
income" shall be calculated exclusive of foreign exchange gains or losses,
interest on long term debt and corporate charges for management fees.
