EMPLOYMENT AGREEMENT
Exhibit
10.12
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 14, 2007 (the “Effective
Date”), is entered into among Altra Holdings, Inc., a Delaware corporation, (“Holdings”) Altra
Industrial Motion, Inc., a Deleware owned subsidiary of Holdings (the “Company”), and Xxxxxxxxx
Xxxxxx (“Executive”). Certain capitalized terms used in this Agreement are defined in Section
12 hereof.
Holdings, the Company and Executive desire to enter into this agreement relating to
Executive’s employment by the Company.
The parties hereto agree as follows:
1. Employment. The Company shall employ Executive, and Executive hereby agrees to be
employed by the Company, upon the terms and conditions set forth in this Agreement for the period
beginning on the Effective Date and ending as provided in Section 3 hereof (the “Employment
Period”).
2. Position and Duties.
(a) Position. During the Employment Period, Executive shall serve as the Chief
Financial Officer and Treasurer of the Company and in such capacity shall have the duties,
responsibilities and authority that are normally associated with such office, subject to the
direction and supervision of the Board. Executive shall report directly to the Xxxxxxx X. Xxxx,
Chairman and Chief Executive Officer.
(b) Duties. Executive shall devote substantially all of his business time and
attention (except for permitted vacation periods and periods of illness or incapacity and other
activities approved by the Board from time to time) to the business and affairs of the Company and
its Subsidiaries.
3. Termination. The Employment Period shall terminate on the fifth (5th)
anniversary of the Effective Date (the “Expiration Date”). Notwithstanding the foregoing, the
Company and Executive agree that Executive is an “at-will” employee, subject only to the
contractual rights upon termination set forth herein, and that the Employment Period (a) shall
terminate automatically at any time upon Executive’s death, (b) shall terminate automatically at
any time upon the Board’s determination of Executive’s Disability, (c) may be terminated by the
Board or by the Chief Executive Officer (after consultation with the Board) at any time for any
reason or no reason (whether for Cause or without Cause) by giving Executive written notice of the
termination and (d) may be terminated by Executive for any reason or no reason (including for Good
Reason) by giving the Company written notice at least 30 days in advance of his termination date.
Notwithstanding anything herein to the contrary, if the Expiration Date occurs and this Agreement
terminates automatically pursuant to this Section 3 because the Company and Executive have
not extended the Expiration Date beyond the initial five-year period by means of an amendment to
this Agreement, the obligations of the Executive under Section 8 (Noncompetition) shall
terminate on the Expiration Date; provided, however, that the obligations
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of Executive under Section 8 (Noncompetition) shall survive the Expiration Date and be
enforceable thereafter during the Noncompete Period (as defined in Section 8) in the event
the Company elects, in its sole and absolute discretion, to pay Executive the severance benefits
described in Section 5(a) of this Agreement (in which event the Executive shall execute and
deliver the release contemplated therein). The Company undertakes to advise Executive at least six
months prior to the Expiration Date whether it intends to enter into discussions with Executive
with respect to an extension, renegotiation or amendment of this Agreement beyond the Expiration
Date. The date that the Employment Period is terminated for any reason is referred to herein as the
“Termination Date.”
4. Base Salary and Benefits.
(a) Base Salary. During the Employment Period, Executive’s base salary shall be
$340,000 per year (the “Base Salary”). The Base Salary shall be reviewed annually. The Base Salary
shall not be reduced prior to the Expiration Date, and after any increase of such Base Salary
approved by the Board, the term “Base Salary” in this Agreement shall refer to the Base Salary as
so increased. The Base Salary shall be payable in regular installments in accordance with the
Company’s general payroll practices.
(b) Performance Bonus. In addition to the Base Salary, Executive shall be eligible for
a maximum annual incentive target bonus payment of 50% of his Base Salary (a “Performance Bonus”),
in accordance with the Company’s bonus performance plan approved by the Board in its sole
discretion.
(c) Special Signing Bonus. Included in your first paycheck upon joining Altra, the
Company shall pay to Executive a special one-time signing bonus of $25,000. If you were to
voluntarily leave employment with the Company, except for Good Reason, within the first year after
your start date, you would be required to pay this amount back in its entirety before your
termination date.
(d) Expenses. The Company will reimburse Executive for all reasonable travel and other
business expenses incurred by Executive during the Employment Period in connection with the
performance of his duties and obligations under this Agreement, subject to Executive’s compliance
with such limitations and reporting requirements with respect to expenses as may be established by
the Company from time to time.
(e) Other Benefits. During the Employment Period, Executive will be entitled to
participate in all compensation or employment benefit plans or programs and receive all benefits
and perquisites for which salaried employees of the Company generally are eligible under any plan
or program now or established later by the Company on the same basis as other senior executives of
the Company. Nothing in this Agreement will preclude the Company from amending or terminating any
of the plans or programs applicable to salaried employees or senior executives as long as such
amendment or termination is applicable to all salaried employees or all senior executives, as the
case may be. Executive shall be entitled to four (4) weeks of paid vacation each year, which may be
taken in accordance with the Company’s vacation policy.
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(f) Indemnification. To the fullest extent permitted by law and the certificate of
incorporation of the Company, the Executive (and his heirs, executors and administrators) shall be
indemnified by the Company and its successors and assigns. The obligations of the Company pursuant
to this Section shall survive the termination of the Employment Period.
5. Severance.
(a) Termination without Cause or for Good Reason. If, prior to the Expiration Date,
the Employment Period is terminated by the Company without Cause or by the Executive for Good
Reason, (i) Executive (or his estate) shall be entitled to receive for the Severance Period (A) his
annual Base Salary as in effect immediately prior to the Termination Date paid in the same manner
and in the same installments as previously paid and (B) to the extent permitted by such plans as in
effect on the Termination Date, at the Company’s expense the continuation of medical and dental
benefits through the Severance Period and (ii) Executive (or his estate) shall be entitled to
receive (A) all earned or accrued but unpaid Base Salary, reimbursement of expenses and any other
benefits to which Executive is entitled through the Termination Date, (B) any Performance Bonus
that was earned, but not paid, as of, and pro rated through, the Termination Date, and (C) all
amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or
arrangement of the Company in which Executive was a participant during his employment with the
Company, in accordance with the terms of such plan or arrangement. When used herein, the “Severance
Period” means the 12-month period from and after the Termination Date. The Company’s obligations
under this Section 5(a) shall be subject to the condition that Executive deliver a complete
release in favor of Holdings and the Company and their respective Subsidiaries, affiliates,
officers, directors, employees, principals, and attorneys, in form and substance satisfactory to
Holdings and Company.
(b) Death or Disability. In the event of the death or Disability of Executive during
the Employment Period, the Company’s obligation to make payments or provide any other benefits
under this Agreement shall cease as of the date of the death or Disability of Executive;
provided that Executive (or his estate) shall be entitled to receive (i) all earned or
accrued but unpaid Base Salary, reimbursement of expenses and any other benefits to which Executive
is entitled through the Termination Date, (ii) any Performance Bonus that was earned, but not paid,
as of, and pro rated through, the Termination Date, and (iii) all amounts or benefits to which
Executive is entitled under any applicable employee-benefit plan or arrangement of the Company in
which Executive was a participant during his employment with the Company, in accordance with the
terms of such plan or arrangement.
(c) Other Termination. If the Employment Period is terminated by the Company for Cause
or by Executive for any reason other than Good Reason, Executive shall not be entitled to any
severance payments and all of Executive’s benefits shall cease to be effective immediately as of
the Termination Date (except as required by law). All of Executive’s rights to fringe benefits and
bonuses (if any) which accrue or become payable after the termination of the Employment Period
shall cease upon such termination; provided that Executive (or his estate) shall be
entitled to receive (x) all earned or accrued but unpaid Base Salary, reimbursement of expenses and
any other benefits to which Executive is entitled through the Termination Date,
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(y) any Performance Bonus that was earned, but not paid, as of, and pro-rated through, the
Termination Date, and (z) all amounts or benefits to which Executive is entitled under any
applicable employee-benefit plan or arrangement of the Company in which Executive was a participant
during his employment with the Company, in accordance with the terms of such plan or arrangement.
(d) Other Benefits. Except as required by law or as specifically provided in this
Section 5, the Company’s obligation to make any payments or provide any other benefits
hereunder shall terminate automatically as of the Termination Date.
(e) Termination of Severance. If Executive breaches any of the provisions of
Section 6 through 9 hereof, the Company shall no longer be obligated to make any
additional payments or provide any other benefits pursuant to this Section 5.
(f) Pro Rated Performance Bonus. If Executive shall be entitled to any pro rated
Performance Bonus pursuant to Section 5 (a), (b) or (c), the Company shall not be required
to make payment to Executive of such pro rated Performance Bonus until such time that the Company
makes payment of similar bonuses to other participants in the Company’s bonus performance plan
after the completion of the fiscal year in which the bonuses were earned.
6. Confidential Information. Executive acknowledges that the information, observations
and data (including without limitation trade secrets, know-how, research plans, business,
accounting, distribution and sales methods and systems, sales and profit figures and margins and
other technical or business information, business, marketing and sales plans and strategies, cost
and pricing structures, and information concerning acquisition opportunities and targets nationwide
in or reasonably related to any business or industry in which any of Holdings or the Company or
their respective Subsidiaries is engaged) disclosed or otherwise revealed to him, or discovered or
otherwise obtained by him or of which he becomes aware, directly or indirectly, while employed by
the Company or its Subsidiaries (including, in each case, those obtained prior to the date of this
Agreement) concerning the business or affairs of Holdings or the Company or any of their respective
Subsidiaries (collectively, “Confidential Information”) are the property of Holdings or the Company
or their respective Subsidiaries, as the case may be, and agrees that Holdings and Company have a
protectable interest in such Confidential Information. Therefore, Executive agrees that he shall
not (during his employment with the Company or at any time thereafter) disclose to any unauthorized
person or use for his own purposes the Confidential Information without the prior written consent
of the Board, unless and to the extent that the aforementioned matters: (a) become or are generally
known to and available for use by the public other than as a result of Executive’s acts or
omissions or (b) are required to be disclosed by judicial process or law (provided that Executive
shall give prompt advance written notice of such requirement to the Company to enable the Company
to seek an appropriate protective order or confidential treatment). Executive shall deliver to the
Company at the termination of the Employment Period, or at any other time the Company may request,
all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) which constitute Confidential Information or Work Product
(as defined below) which he may then possess or have under his control.
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7. Work Product. Executive hereby assigns to the Company all right, title and
interest in and to all inventions, developments, methods, process, designs, analyses, reports and
all similar or related information (in each case whether or not patentable), all copyrightable
works, all trade secrets, confidential information and know-how, and all other intellectual
property rights that both (a) are conceived, reduced to practice, developed or made by Executive
while employed by the Company and its Subsidiaries and (b) either (i) relate to the Company’s or
any of its Subsidiaries’ actual or anticipated business, research and development or existing or
future products or services, or (ii) are conceived, reduced to practice, developed or made using
any of equipment, supplies, facilities, assets or resources of the Company or any of its
Subsidiaries (including but not limited to, any intellectual property rights) (“Work Product”).
Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably
requested by the Board (whether during or after the Employment Period) to establish and confirm the
Company’s ownership of the Work Product (including, without limitation, executing and delivering
assignments, consents, powers of attorney, applications and other instruments).
8. Noncompetition. In further consideration of the compensation to be paid to
Executive hereunder, Executive acknowledges that in the course of his employment with the Company
and its Subsidiaries he has become and shall become familiar with the Company’s trade secrets and
with other Confidential Information concerning the Company and its Subsidiaries and that his
services have been and shall be of special, unique and extraordinary value to the Company and its
Subsidiaries. Therefore, Executive agrees that, during the period of Executive’s employment with
the Company and for 12 months thereafter (the “Noncompete Period”), he shall not, without prior
written approval by the Board, directly or indirectly (whether for compensation or otherwise) own
or hold any interest in, manage, operate, control, consult with, render services for, or in any
manner participate in any business which competes in any material respect with the business of the
Company or its Subsidiaries conducted or proposed to be conducted during the Employment Period
(collectively, the “Business”), either as a general or limited partner, proprietor, common or
preferred shareholder officer, director, agent, employee, consultant, trustee, affiliate or
otherwise. Executive acknowledges that the Company’s and its Subsidiaries’ businesses are planned
to be conducted nationally and internationally and agrees that the provisions in this Section
8 shall operate in the market areas of the United States and outside the United States in which
the Company conducts or plans to conduct business on and prior to the Termination Date. Nothing in
this Section 8 shall prohibit Executive from being a passive owner of not more then 2% of
the outstanding securities of any publicly traded company engaged in the Business, so long as
Executive has no active participation in the business of such company.
9. Non-Solicitation. During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee of the Company or
any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with
the relationship between the Company and any Subsidiary and any employee thereof, (ii) solicit to
hire any person who was an employee of the Company or any Subsidiary at any time during the 12
months preceding the termination of the Employment Period or (iii) induce or attempt to induce any
customer, client, member, supplier, licensee, licensor, franchisee or other business relation of
the Company or any Subsidiary to cease doing business with the Company
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or such Subsidiary, or in any way interfere with the relationship between any such customer,
developer, client, member, supplier, licensee, licensor, franchisee or business relation and the
Company or any Subsidiary (including, without limitation, making any negative statements or
communications about the Company or its Subsidiaries).
10. Enforcement. If, at the time of enforcement of any sections 6 through
9, a court of competent jurisdiction shall hold that the period, scope or area restrictions
stated herein are unreasonable under circumstances then existing, the parties hereto agree that the
maximum period, scope or area reasonable under such circumstances shall be substituted for the
stated period, scope or area and that the court shall be allowed and directed to revise the
restrictions contained herein to cover the maximum period, scope and area permitted by applicable
law. The parties hereto acknowledge and agree that Executive’s services are unique and he has
access to Confidential Information and Work Product, that the provisions of Section 6
through 9 are necessary, reasonable and appropriate for the protection of the legitimate
business interests of Holdings and the Company and their respective Subsidiaries, that irreparable
injury will result to Holdings and the Company and their respective Subsidiaries if Executive
breaches any of the provisions of Section 6 through 9 and that money damages would
not be an adequate remedy for ay breach by Executive of this Agreement and that neither Holdings
nor the Company will have any adequate remedy at law for any such breach. Therefore, in the event
of a breach or threatened breach of this Agreement, Holdings or the Company or any of their
successors or assigns, in addition to other rights and remedies existing in their favor, shall be
entitled to specific performance and/or immediate injunctive or other equitable relief from any
court of competent jurisdiction in order to enforce or prevent any violations of the provisions
hereof (without the necessity of showing actual money damages, or posting a bond or other
security). Nothing contained herein shall be construed as prohibiting Holdings or the Company or
any of their successors or assigns from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery of damages.
11. Executive’s Representations and Acknowledgements. Executive hereby represents and
warrants to Holdings and the Company that (i) the execution, delivery and performance of this
Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under
any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by
which he is bound, (ii) Executive is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any other Person that would interfere with
Executive’s compliance with the terms and conditions of this Agreement (iii) Executive shall not
use any confidential information or trade secrets of any third party in connection with the
performance of his duties hereunder, and (iv) this Agreement constitutes the valid and binding
obligation of Executive, enforceable against Executive in accordance with its terms. Executive
hereby acknowledges and represents that he has consulted with independent legal counsel regarding
his rights and obligations under this Agreement and that he fully understands the terms and
conditions contained herein and intends for such terms and conditions to be binding on and
enforceable against Executive. Executive acknowledges and agrees that the provisions of Section
6 through 9 are in consideration of: (i) Executive’s employment by the Company; and
(ii) additional good and valuable consideration as set forth in the Agreement, the receipt and
sufficiency of which are hereby acknowledged. Executive expressly agrees and acknowledges that the
restrictions contained in Section 6 through 9 do not
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preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on
Executive’s ability to earn a living. In Addition, Executive agrees and acknowledges that the
potential harm to the Company and its non-enforcement outweighs any harm to Executive of its
enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this
Agreement and has given careful consideration to the restraints imposed upon Executive by this
Agreement, and is in full accord as to their necessity for the reasonable and proper protection of
the Confidential Information. Executive expressly acknowledges and agrees that each and every
restraint imposed by this Agreement is reasonable with respect to subject matter, time period and
geographical area.
12. Definitions.
“Affiliate” means, with respect to any Person, any Person controlling, controlled by or under
common control with such Person.
“Board” means the Board of Directors of the Company.
“Cause” means (i) Executive’s material breach of the terms of any agreement between Executive
and Holdings or the Company; (ii) Executive’s willful failure or refusal to perform material duties
as Chief Financial Officer; (iii) Executive’s willful insubordination or disregard of the legal
directives of the Board or the Chief Executive Officer which are not inconsistent with the scope,
ethics and nature of Executive’s duties and responsibilities; (iv) Executive’s engaging in
misconduct which has a material adverse impact on the reputation, business, business relationships
or financial condition of Holdings or the Company; (v) Executive’s commission of an act of fraud or
embezzlement against Holdings or the Company or any of their Subsidiaries; or (vi) any conviction
of, or plea of guilty or nolo contendere by, Executive with respect to a felony (other than a
traffic violation), a crime involving moral turpitude, fraud or misrepresentation; provided,
however, that Cause shall not be deemed to exist under any of the clauses (i), (ii), or (iii)
unless Executive has been given reasonably detailed written notice of the grounds for such Cause
and Executive has not effected a cure within twenty (20) days of the date of receipt of such
notice.
“Disability” means a determination by independent competent medical authority (selected by the
Board) that Executive is unable to perform his duties under this Agreement and in all reasonable
medical likelihood such inability will continue for a period in excess of 120 days (whether or not
consecutive) in any 365 day period.
“Good Reason” means any of the following: (i) without Executive’s express written consent, any
change in Executives job title, any change in Executive’s reporting relationships or a significant
reduction of Executive’s duties, position or responsibilities relative to Executive’s duties,
position or responsibilities in effect immediately prior to such reduction, or Executive’s removal
from such position, duties and responsibilities, unless he is provided with comparable duties,
position and responsibilities; (ii) a material reduction by the Company in the kind or level of
employee benefits to which he is entitled immediately prior to such reduction with the result that
Executive’s overall benefits package is significantly reduced; or (iii) the
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Company’s failure to cause Executive’s employment agreement and its obligations thereunder to be
expressly assumed by the Company’s successor.
“Person” means an individual, a partnership, a limited liability company, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.
“Subsidiary” means, with respect to any Person, any corporation, limited liability company,
partnership, association or business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by the Person or one or more of the other Subsidiaries of the Person or a
combination thereof or (ii) if a limited liability company, partnership, association or other
business entity (other then a corporation), a majority of partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one
or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or
Persons shall be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity (other than a corporation) if such Person or
Persons shall be allocated a majority of limited liability company, partnership, association or
other business entity gains or losses or shall be or control any managing director or general
partner of such limited company, partnership, association or other business entity. For purposes
hereof, references to a “Subsidiary” of any Person shall be given effect only as such times that
such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary”
refers to a Subsidiary of the Company.
13. Notices. Any notice provided for in this Agreement must be in writing and must be
either personally delivered, mailed by first class mail (postage prepaid and return receipt
requested), sent by reputable overnight courier service (charges prepaid), or faxed to the
recipient at the address below indicated:
Altra Holdings Inc./Altra Industrial Motion, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Chief Executive Officer
Telecopy No.: ( 617 – 689 — 6202 )
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Chief Executive Officer
Telecopy No.: ( 617 – 689 — 6202 )
With a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000
000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000
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To Executive:
Xxxxxxxxx Xxxxxx
c/o Xxxxxxxxx Xxxxx
Xxxxxxxx & Struggles
One Xxxxx Square
18th & Cherry Streets, Suite 3075
Philadelphia, PA. 19103
c/o Xxxxxxxxx Xxxxx
Xxxxxxxx & Struggles
One Xxxxx Square
18th & Cherry Streets, Suite 3075
Philadelphia, PA. 19103
Or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when personally delivered, one business day after sent by reputable
overnight courier service, five days after deposit in the U.S. mail (or when actually received, if
earlier), or at such time as it is transmitted via facsimile, with receipt confirmed.
14. General Provisions.
(a) Expenses. The Company, Holdings and Executive will each pay their own costs and
expenses incurred in connection with the negotiation and execution of this Agreement and the
agreements contemplated hereby.
(b) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
(c) Complete Agreement. This Agreement, those documents expressly referred to herein
and other documents of even date herewith, embody the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way.
(d) Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same
agreement.
(e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by Executive, Holdings, the Company, and their
respective successors and assigns, including any entity with which the Company may merge or
consolidate or to which all or substantially all of its assets may be
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transferred; provided, however, that any such assignment by the Company shall include all
rights and obligations hereunder, including the severance obligations provided in Section
5; and, provided further, that Executive shall not be entitled to assign his rights or
obligations under this Agreement without the prior written consent of Holdings and the Company.
(f) Governing Law. All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the
Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the Commonwealth of Massachusetts.
(g) Remedies. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction (without posting any
bond or deposit) for specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.
(h) Amendment and Waiver. The provisions of this Agreement may be amended and waived
only with the prior written consent of the Company, Holdings and Executive.
(i) Business Days. If any time period for giving notice or taking action hereunder
expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s
chief executive office is located, the time period shall be automatically extended to the business
day immediately following such Saturday, Sunday or holiday.
(j) No Strict Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first written
above.
| ALTRA INDUSTRIAL MOTION, INC. | ||||||
| By: | ||||||
| Chairman & Chief Executive Officer | ||||||
| ALTRA HOLDINGS, INC. | ||||||
| By: | ||||||
| Chairman & Chief Executive Officer | ||||||
| EXECUTIVE | ||||||
| Xxxxxxxxx | Xxxxxx | |||||
(SIGNATURE PAGE TO EMPLOYMENT AGREEMENT)
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