Exhibit 10.18
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of this 1st
day of January, 2003, (the "Effective Date"), by and between Xxxxxxxx
Corporation, a Missouri corporation ("Xxxxxxxx"), and Xxxxxxxx X. Xxxxxxxxx,
an individual ("Xxxxxxxxx").
WHEREAS, Xxxxxxxx currently employs Xxxxxxxxx as Senior Vice
President - Finance and Administration and Chief Financial Officer; and
WHEREAS, Xxxxxxxx and Xxxxxxxxx wish to more specifically define in
this Agreement the terms and conditions of Xxxxxxxxx'x continued employment with
Xxxxxxxx, as well as the terms and conditions of the consulting arrangement to
become effective upon the termination of Xxxxxxxxx'x employment, all as provided
for hereunder.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: TERM OF AGREEMENT. The term of this Agreement (the "Term"), shall be
for the period commencing on the Effective Date and ending on July 31, 2004,
subject to any earlier termination by either party in accordance with this
Agreement.
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 EMPLOYMENT PERIOD. Xxxxxxxxx will be employed by Xxxxxxxx
during the period (the "Employment Period"), commencing on the Effective Date
and ending on such date as the parties may mutually agree (the "Employment
Termination Date"); provided, however, that if the parties fail to otherwise
mutually agree upon an earlier Employment Termination Date, the Employment
Termination Date shall be February 28, 2004.
2.2 EMPLOYMENT. Xxxxxxxxx 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 throughout
the Employment Period notwithstanding changes in Xxxxxxxxx'x compensation,
location of employment, duties or authority, or any changes in the identity of
the corporation to which Xxxxxxxxx'x compensation is charged, provided that said
corporation is a subsidiary or affiliate of Xxxxxxxx.
2.3 POSITIONS AND DUTIES. Xxxxxxxx hereby employs Xxxxxxxxx during
the Employment Period and Xxxxxxxxx hereby accepts such employment during such
period, as Senior Vice President - Finance and Administration and Chief
Financial Officer, subject to the following and subject to such other reasonable
directions of the Chief Executive Officer of Xxxxxxxx and Angelica's Board of
Directors.
(a) Xxxxxxxxx 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 Angelica's Board of
Directors from time to time.
(b) Xxxxxxxxx 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. Such
duties and responsibilities shall include, but not be
limited to: (i) training and preparing other officers and
employees of Xxxxxxxx to assume the performance of
Xxxxxxxxx'x duties and responsibilities; (ii) determining
which other officers and employees are best qualified to
assume those duties and responsibilities; and (iii)
effectively completing the transfer and transition of those
duties and responsibilities to such other officers and
employees prior to the end of the Employment Period.
(c) At such time during the Employment Period as the Chief
Executive Officer of Xxxxxxxx or Angelica's Board of
Directors may determine, in his (or its) sole discretion,
Xxxxxxxxx shall relinquish, resign and no longer hold his
office and position as Chief Financial Officer. Although
such determination shall remain at the sole discretion of
the Chief Executive Officer of Xxxxxxxx or Angelica's Board
of Directors, the parties agree that it shall not be earlier
than June 30, 2003. Following such determination, Xxxxxxxxx
will continue to hold his office and position as Senior Vice
President, or such other office and/or position, with such
other duties and responsibilities as the Chief Executive
Officer of Xxxxxxxx or Angelica's Board of Directors may
otherwise, in his (or its) sole discretion, assign to him.
2.4 COMPENSATION. Xxxxxxxx'x initial base salary during the
Employment Period will be $208,000 per annum, (the "Annual Base Salary"),
payable in accordance with Angelica's current payroll practices. The Annual
Base Salary will be subject to such increases, if any, as the Chief Executive
Officer of Xxxxxxxx or Angelica's Board of Directors may, from time to time,
determine, in his (or its) sole discretion, are appropriate. It is specifically
understood and agreed that Angelica's Chief Executive Officer will submit the
recommendation to Angelica's Board of Directors, at its next regularly
scheduled meeting, that the Annual Base Salary be increased to $220,000 per
annum, effective February 1, 2003. In addition to the Annual Base Salary,
Xxxxxxxxx will have the opportunity during the Employment Period to earn
incentive compensation ("Incentive Compensation") under the incentive
compensation plan that is generally available to other similarly situated
executives of Xxxxxxxx. Incentive Compensation during the Employment Period
shall range from 0 to 80% of the Annual Base Salary.
2.5 PARTICIPATION IN BENEFIT PLANS AND PROGRAMS. During the
Employment Period Xxxxxxxxx is eligible to participate in the following plans
and programs to the extent such plans and programs may, from time to time, be or
remain in effect:
(a) PARTICIPATION IN PERFORMANCE PLANS. During the Employment
Period Xxxxxxxxx is eligible to receive stock-based awards
or grants under Angelica's 1994 Performance Plan, 1999
Performance Plan or any other similar plan or program that
may, from time to time during such period, be in effect and
generally available to other similarly situated executives
of Xxxxxxxx, including stock options, restricted stock and
performance awards, all in the discretion of Angelica's
Board of Directors and/or its Compensation and Organization
Committee.
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(b) PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. During the
Employment Period Xxxxxxxxx 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.
(c) PARTICIPATION IN RETIREMENT SAVINGS PLAN. During the Employment
Period Xxxxxxxxx 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.
(d) PARTICIPATION IN PENSION PLAN. During the Employment Period
Xxxxxxxxx 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.
(e) PARTICIPATION IN SUPPLEMENTAL PLAN. During the Employment
Period Xxxxxxxxx is eligible to participate in Angelica's
Supplemental Plan, based upon current eligibility
requirements and subject to the terms and conditions of such
plan.
(f) PARTICIPATION IN DEFERRED COMPENSATION OPTION PLAN. During
the Employment Period Xxxxxxxxx is eligible to participate
in Angelica's Deferred Compensation Option Plan, based upon
current eligibility requirements and subject to the terms
and conditions of such plan.
2.6 TERMINATION. Subject to any earlier termination by either party
in accordance with this paragraph 2.6, Xxxxxxxxx'x employment by Xxxxxxxx shall
terminate as of the Employment Termination Date (as defined hereinabove);
provided, however, that notwithstanding anything to the contrary contained in
this Agreement, either party may elect to terminate the Employment Period (and
Xxxxxxxxx'x employment with Xxxxxxxx), at any time prior to the Employment
Termination Date as follows:
(a) TERMINATION BY XXXXXXXXX. Xxxxxxxxx may elect to
terminate the Employment Period (and his employment with
Xxxxxxxx), at any time prior to the Employment Termination
Date, by giving Xxxxxxxx not less than thirty (30) days
prior written notice of such termination. In the event of
such termination by Xxxxxxxxx, Xxxxxxxx shall have no
further obligations or liabilities to Xxxxxxxxx under this
Agreement, other than any accrued salary owed to Xxxxxxxxx
under this Agreement and any payments or benefits to which
Xxxxxxxxx is entitled under any of the plans or programs in
which Xxxxxxxxx participated as an employee.
(b) TERMINATION BY XXXXXXXX WITH GOOD CAUSE. Xxxxxxxx may,
with Good Cause, (as that term is hereinafter defined),
elect to terminate the Employment Period (and Xxxxxxxxx'x
employment with Xxxxxxxx), at any time prior to the
Employment Termination Date, by giving Xxxxxxxxx written
notice of such termination. Any such termination may, in
Angelica's sole discretion, be effective immediately or upon
such other date as Xxxxxxxx may determine. For purposes of
this Agreement and, in particular, when used in connection
with Angelica's termination of the Employment Period (and
Xxxxxxxxx'x employment with Xxxxxxxx by Xxxxxxxx), "Good
Cause" shall mean: (i) Xxxxxxxxx'x 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
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substantial performance is delivered to Xxxxxxxxx by
Xxxxxxxx, which specifically identifies the manner in which
Xxxxxxxxx has not substantially performed his duties; (ii)
Xxxxxxxxx'x commission of an act constituting a criminal
offense involving moral turpitude, dishonesty or breach of
trust; or (iii) Xxxxxxxxx'x material breach of any provision
of this Agreement. In the event of such termination by
Xxxxxxxx with Good Cause, Xxxxxxxx shall have no further
obligations or liabilities to Xxxxxxxxx under this
Agreement, other than any accrued salary owed to Xxxxxxxxx
under this Agreement and any payments or benefits to which
Xxxxxxxxx is entitled under any of the plans or programs in
which Xxxxxxxxx participated as an employee.
(c) TERMINATION BY XXXXXXXX WITHOUT GOOD CAUSE. Xxxxxxxx may
elect to terminate the Employment Period (and Xxxxxxxxx'x
employment with Xxxxxxxx), at any time prior to the
Employment Termination Date, by giving Xxxxxxxxx written
notice of such termination. Any such termination may, in
Angelica's sole discretion, be effective immediately or upon
such other date as Xxxxxxxx may determine. In the event of
such termination by Xxxxxxxx without Good Cause, then, upon
the negotiation and execution of a mutually acceptable
settlement agreement and release by Xxxxxxxx and Xxxxxxxxx,
and in addition to any accrued salary owed to Xxxxxxxxx
under this Agreement, and any payments or benefits to which
Xxxxxxxxx is entitled under any of the plans or programs in
which Xxxxxxxxx participated as an employee, Xxxxxxxx shall
pay Xxxxxxxxx: (i) payments equal to his then current base
salary for the period commencing on the effective date of
such termination and ending on February 28, 2004; and (ii)
payments equal to the Consulting Fees (as hereinafter
defined) during the period commencing on March 1, 2004 and
ending July 31, 2004. Also in the event of such termination,
and in addition to such payments, Xxxxxxxx will provide to
Xxxxxxxxx, during the period commencing on the effective
date of such termination and ending on July 31, 2004,
Ancillary Services of the type, nature and scope defined in
paragraph 3.4 below. In the event of such termination by
Xxxxxxxx without Good Cause, Xxxxxxxx shall have no further
obligations or liabilities to Xxxxxxxxx under this
Agreement, except as expressly provided in this paragraph
2.6 (c).
(d) DEATH OR DISABILITY. The Employment Period (and
Xxxxxxxxx'x employment with Xxxxxxxx) shall terminate
immediately upon Xxxxxxxxx'x death or upon his becoming
disabled (as determined in accordance with Angelica's then
current long term disability plan), and unable, in
Angelica's reasonable judgment, to substantially perform the
duties and responsibilities of his employment under this
Agreement. In such event, Xxxxxxxx shall have no further
obligations or liabilities to Xxxxxxxxx under this
Agreement, other than any accrued salary owed to Xxxxxxxxx
under this Agreement, and any payments or benefits to which
Xxxxxxxxx is entitled under any of the plans or programs in
which Xxxxxxxxx participated as an employee.
Any early termination by either party prior to the Employment
Termination Date pursuant to paragraph 2.6 (a), (b) or (c), or any termination
pursuant to paragraph 2.6 (d), shall also be deemed to have terminated this
Agreement and all further obligations and liabilities of either party except as
otherwise expressly provided herein.
2.7 DETERMINATION OF BENEFITS UPON TERMINATION. Upon termination of
the Employment Period (and Xxxxxxxxx'x employment with Xxxxxxxx), the payments
and other benefits to which Xxxxxxxxx
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may be entitled under the plans and programs identified in paragraph 2.5 above,
will be determined in accordance with the following:
(a) NORMAL TERMINATION OR TERMINATION BY XXXXXXXX WITHOUT
GOOD CAUSE. Upon termination of the Employment Period (and
Xxxxxxxxx'x employment with Xxxxxxxx), for any reason other
than: (i) by Xxxxxxxxx pursuant to paragraph 2.6 (a); or
(ii) by Xxxxxxxx with Good Cause pursuant to paragraph 2.6
(b), the retirement benefits to which Xxxxxxxxx is otherwise
entitled under such plans and programs will be determined in
a manner such that Xxxxxxxxx will be deemed to have
completed that number of years of service he would have
completed had he continued to be employed by Xxxxxxxx until
age 65 and, further, he will be deemed to have attained age
65, all as of the effective date of any such termination.
Additionally, as of the effective date of any such
termination, any stock based awards or grants held by
Xxxxxxxxx, including stock options and any matching shares
under the Xxxxxxxx Stock Bonus and Incentive Plan, that, by
the terms of the plan under which they were granted, have
not yet vested, shall thereupon and immediately vest.
(i) CASH EQUIVALENT PAYMENTS. It is expressly understood
and agreed with respect to paragraph 2.7 (a) above
that:
(A) If the manner described therein for determining
the retirement benefits to which Xxxxxxxxx is
entitled under any such plan or program requires
the prior approval or consent of Angelica's Board
of Directors, and/or of any of its committees,
such approval and consent will be requested.
If such approval or consent is not granted or if
that manner for determining such retirement
benefits is prohibited by the terms of any such
plan or program, or by applicable law, then, in
any such case, Xxxxxxxx will pay Xxxxxxxxx cash
payment(s) equal to any additional dollar value
that the retirement benefits would have had for
Xxxxxxxxx had such retirement benefits been
determined in the manner so described above; and
(B) If any plan or program under which Xxxxxxxxx holds
any stock based awards or grants, including stock
options, requires the prior approval or consent
of Angelica's Board of Directors and/or any of its
committees, in order to accelerate their vesting,
such approval or consent will be requested. If
such approval or consent is not granted, or if
such acceleration of vesting is prohibited by the
terms of such plan, or by applicable law, then,
in any such case, Xxxxxxxx will pay Xxxxxxxxx cash
payment(s) equal to any additional dollar value
that the stock based awards or grants would have
had for Xxxxxxxxx had vesting been so accelerated.
(b) TERMINATION BY XXXXXXXXX OR TERMINATION BY XXXXXXXX WITH GOOD
CAUSE. Upon termination of the Employment Period (and
Xxxxxxxxx'x employment with Xxxxxxxx), either: (i) by
Xxxxxxxxx pursuant to paragraph 2.6 (a); or (ii) by Xxxxxxxx
with Good Cause pursuant to paragraph 2.6 (b), the
retirement benefits to which Xxxxxxxxx is otherwise entitled
under such plans and programs will be determined in a manner
such
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that Xxxxxxxxx will be deemed to have completed only that
number of years of service that he has, in fact, completed
as an employee of Xxxxxxxx as of the effective date of such
termination and, further, he shall be deemed to have
attained only that age that he has, in fact, attained as of
that date. Additionally, as of the effective date of any
such termination, any stock based awards or grants,
including stock options, that, by the terms of the plan
under which they were granted, have not yet vested, will
otherwise be treated in accordance with the terms of such
plan.
2.8 CONTINUATION OF HEALTHCARE BENEFITS. Upon termination of the
Employment Period (and Xxxxxxxxx'x employment with Xxxxxxxx), for any reason
other than: (i) by Xxxxxxxxx pursuant to paragraph 2.6 (a); or by Xxxxxxxx
with Good Cause pursuant to paragraph 2.6 (b), then, for a period of ten
years thereafter, without cost to Xxxxxxxxx, Xxxxxxxx will continue and keep
in force, at its sole cost, and for the benefit of Xxxxxxxxx and his spouse,
such healthcare benefits as are at least equivalent to those healthcare
benefits as Xxxxxxxx provides, from time to time during said ten year period,
to its executive management personnel; provided, however, that if Xxxxxxxxx
thereafter becomes employed by another employer and is thereby eligible to
participate in a healthcare plan maintained or offered by that other employer
then, in that event, the healthcare benefits made available to Xxxxxxxxx and
his spouse by Xxxxxxxx will be secondary to such benefits provided by the
plan maintained or offered by such other employer. Upon termination of the
Employment Period (and Xxxxxxxxx'x employment with Xxxxxxxx), either: (i) by
Xxxxxxxxx pursuant to paragraph 2.6 (a); or (ii) by Xxxxxxxx with Good Cause
pursuant to paragraph 2.6 (b), then Xxxxxxxx will have no obligation
hereunder to continue any such healthcare benefits except as may otherwise be
required by law.
SECTION 3: TERMS AND CONDITIONS OF CONSULTING ENGAGEMENT.
3.1 CONSULTING PERIOD. Subject to any earlier termination of this
Agreement by either party pursuant to paragraph 2.6, Xxxxxxxxx will be engaged
by Xxxxxxxx as a consultant, on an independent contractor basis, during the
period (the "Consulting Period"), commencing on the Employment Termination Date
and ending on July 31, 2004 (the "Consulting Termination Date").
3.2 CONSULTING. Xxxxxxxxx will be engaged by Xxxxxxxx as a
consultant throughout the Consulting Period in accordance with the terms and
provisions of this Agreement. During the Consulting Period Xxxxxxxxx will make
himself available to perform such consulting projects as may, from time to time,
be assigned to him by the Chief Executive Officer of Xxxxxxxx and Angelica's
Board of Directors. Such consulting projects shall be appropriate as to
Xxxxxxxxx'x skills, experience and training but will otherwise be determined in
the sole discretion of the Chief Executive Officer and Angelica's Board of
Directors. Xxxxxxxxx agrees to devote such of his time, attention and energy as
may reasonably be required to complete the consulting projects assigned to him
to the best of his ability and with reasonable diligence.
3.3 CONSULTING FEES AND EXPENSES. In consideration for such
consulting services, Xxxxxxxx will pay Xxxxxxxxx, during the Consulting Period,
consulting fees of $10,000 per month (the "Consulting Fees"). Additionally,
Xxxxxxxx will reimburse Xxxxxxxxx, in accordance with Angelica's then current
expense reimbursement policies, reasonable out-of-pocket expenses incurred by
Xxxxxxxxx in connection with his performance of consulting services for Xxxxxxxx
hereunder. Consistent with Xxxxxxxxx'x status as an independent contractor, all
Consulting Fees and other amounts paid to him pursuant to this Section 3 of this
Agreement, will be paid without deduction for federal or state income taxes,
social security or similar deductions and withholdings, and Xxxxxxxxx shall be
responsible therefor.
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3.4 ANCILLARY SUPPORT SERVICES. In addition to the Consulting Fees
and out-of-pocket expense reimbursements provided for in paragraph 3.3 above,
Xxxxxxxx will, at its cost, make available and provide to Xxxxxxxxx for his use
in connection with performing consulting services hereunder, office space and
clerical assistance, telephone service and other general office services
("Ancillary Services"). Such Ancillary Services will be of such type, nature and
scope as are reasonably necessary and appropriate, and will be provided to
Xxxxxxxxx only during such times as he is performing consulting services at
Angelica's principal offices in St. Louis, Missouri, or during such other times
as Xxxxxxxx determines are necessary in order to allow Xxxxxxxxx to complete the
consulting projects that have been assigned to him.
3.5 TERMINATION. Subject to any earlier termination by either party
in accordance with this paragraph 3.5, Xxxxxxxxx'x consulting engagement with
Xxxxxxxx shall terminate as of the Consulting Termination Date; provided,
however, that notwithstanding anything to the contrary contained in this
Agreement, either party may elect to terminate the Consulting Period (and
Xxxxxxxxx'x consulting engagement with Xxxxxxxx), at any time prior to the
Consulting Termination Date as follows:
(a) TERMINATION BY XXXXXXXXX. Xxxxxxxxx may elect to terminate
the Consulting Period (and his consulting engagement with
Xxxxxxxx), at any time prior to the Consulting Termination
Date, by giving Xxxxxxxx not less than thirty (30) days prior
written notice of such termination. In the event of such
termination by Xxxxxxxxx, Xxxxxxxx shall have no further
obligations or liabilities to Xxxxxxxxx under this Agreement,
other than any accrued consulting fees owed to Xxxxxxxxx
under this Agreement and any payments or benefits to which
Xxxxxxxxx is entitled under paragraph 2.7 of this Agreement.
(b) TERMINATION BY XXXXXXXX WITH GOOD CAUSE. Xxxxxxxx may, with
Good Cause, (as that term is defined in paragraph 2.6 (b)
above and applied to the consulting services performed by
Xxxxxxxxx hereunder), elect to terminate the Consulting
Period (and Xxxxxxxxx'x consulting engagement with
Xxxxxxxx), at any time prior to the Consulting Termination
Date, by giving Xxxxxxxxx written notice of such
termination. Any such termination may, in Angelica's sole
discretion, be effective immediately or upon such other date
as Xxxxxxxx may determine. In the event of such termination
by Xxxxxxxx with Good Cause, Xxxxxxxx shall have no further
obligations or liabilities to Xxxxxxxxx under this
Agreement, other than any accrued consulting fees owed to
Xxxxxxxxx under this Agreement and any payments or benefits
to which Xxxxxxxxx is entitled under paragraph 2.7 of this
Agreement. For purposes of this paragraph 3.5 (b), and, in
particular, when used in connection with Angelica's
termination of the Consulting Period (and Xxxxxxxxx'x
consulting engagement with Xxxxxxxx), Good Cause shall be
applied as to the consulting services assigned to and
performed by Xxxxxxxxx hereunder.
(c) TERMINATION BY XXXXXXXX WITHOUT GOOD CAUSE. Xxxxxxxx may,
without Good Cause, elect to terminate the Consulting Period
(and Xxxxxxxxx'x consulting engagement with Xxxxxxxx), at
any time prior to the Consulting Termination Date, by giving
Xxxxxxxxx written notice of such termination. Any such
termination may, in Angelica's sole discretion, be effective
immediately or upon such other date as Xxxxxxxx may
determine. In the event of such termination by Xxxxxxxx
without Good Cause, then, upon the negotiation and execution
of a mutually acceptable settlement agreement and release by
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Xxxxxxxx and Xxxxxxxxx, and in addition to any accrued
Consulting Fees owed to Xxxxxxxxx under this Agreement, and
any payments or benefits to which Xxxxxxxxx is entitled
under paragraph 2.7 of this Agreement, Xxxxxxxx shall pay
Xxxxxxxxx payments equal to the Consulting Fees during the
period commencing on the effective date of such termination
and ending on July 31, 2004. Also in the event of such
termination, and in addition to such payments, Xxxxxxxx will
continue to provide to Xxxxxxxxx, during the period
commencing on the effective date of such termination and
ending on July 31, 2004, Ancillary Services of the type,
nature and scope defined in paragraph 3.4 above. In the
event of such termination by Xxxxxxxx without Good Cause,
Xxxxxxxx shall have no further obligations or liabilities to
Xxxxxxxxx under this Agreement, except as expressly provided
in this paragraph 3.5 (c).
(d) DEATH OR DISABILITY. The Consulting Period (and Xxxxxxxxx'x
consulting engagement with Xxxxxxxx) shall terminate
immediately upon Xxxxxxxxx'x death or upon his becoming
disabled (as determined in accordance with Angelica's then
current long term disability plan), and unable, in
Angelica's reasonable judgment, to substantially perform the
consulting services under this Agreement. In such event,
Xxxxxxxx shall have no further obligations or liabilities to
Xxxxxxxxx under this Agreement, other than any accrued
Consulting Fees owed to Xxxxxxxxx under this Agreement, and
any payments or benefits to which Xxxxxxxxx is entitled
under paragraph 2.7 of this Agreement.
Any early termination by either party prior to the Consulting
Termination Date pursuant to paragraph 3.5 (a), (b) or (c), or any termination
pursuant to paragraph 3.5 (d), shall also be deemed to have terminated this
Agreement and all further obligations and liabilities of either party except as
otherwise expressly provided herein.
SECTION 4: RESTRICTIVE COVENANTS.
4.1 NON-COMPETE AGREEMENT. Xxxxxxxxx agrees that during the
period beginning on the Effective Date and ending one year after the Employment
Termination Date, the Consulting Termination Date or any earlier termination of
this Agreement, whichever is later (said period being referred to as the
"Restrictive Covenant Period"), and regardless of whether such termination is by
the action of Xxxxxxxxx or Xxxxxxxx, or by mutual agreement, Xxxxxxxxx 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 or with
any of its business segments, directly or indirectly, through any commercial
venture, as a partner, officer, director, stockholder, advisor, employee,
consultant, agent, salesman, venturer or otherwise, anywhere that Xxxxxxxx or
any of its business segments are conducting business. This requirement, however,
will not limit Xxxxxxxxx'x 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, so long as such
investment does not exceed five percent (5%) of the total capital stock or other
equity securities of such corporation than outstanding.
4.2 CONFIDENTIAL INFORMATION. Xxxxxxxxx acknowledges that he may
have in the past, or may in the future, during his employment or during his
consulting engagement with Xxxxxxxx, develop or be exposed to confidential
information concerning Angelica's inventions, processes, methods and
confidential
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affairs, property of a proprietary nature and trade secrets of Xxxxxxxx or its
licensors or customers. Xxxxxxxxx agrees that the maintenance of the proprietary
character of such information and property to the fullest 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 the Employment Period and Consulting Period,
he shall not use or divulge such confidential information or property except as
permitted or required by the duties of his employment or consulting engagement
with Xxxxxxxx. Xxxxxxxxx shall not remove any confidential information of a
proprietary nature from Angelica's premises except as required by the duties of
his employment or consulting engagement with Xxxxxxxx. Xxxxxxxxx shall return to
Xxxxxxxx upon the Employment Termination Date, the Consulting Termination Date
or such earlier termination of this Agreement, whichever is later, all models,
drawings, photographs, writings, records, papers or other properties produced by
Xxxxxxxxx or coming into his possession by or through his employment or
consulting engagement with Xxxxxxxx.
4.3 NON-DIVERSION. Xxxxxxxxx agrees that during the Restrictive
Covenant Period, he 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 or of any of its business segments.
4.4 NON-SOLICITATION. Xxxxxxxxx agrees that during the Restrictive
Covenant Period, he shall not solicit or encourage any employee of Xxxxxxxx, of
any of its business segments or of its successors or assigns to terminate his or
her employment with Xxxxxxxx or with any such successor or assign.
4.5 NON-DISPARAGEMENT. Xxxxxxxxx agrees that during and after
the Employment Period and the Consulting Period, he shall not make any
statement or publish any communication which does or which could be expected
to defame, disparage or reflect adversely upon Xxxxxxxx or upon any of
Angelica's employees, officers, directors, customers or suppliers.
4.6 COOPERATION. Xxxxxxxxx agrees that during and after the
Employment Period and the Consulting Period, he will cooperate with Xxxxxxxx and
its representatives in connection with the investigation, litigation or other
handling of any matter that may have occurred during his employment or
consulting engagement with Xxxxxxxx. Xxxxxxxx will reimburse Xxxxxxxxx for all
reasonable expenses he may incur under this paragraph.
4.7 REASONABLENESS OF RESTRICTIONS. Xxxxxxxxx agrees that the
periods and areas of restrictions set forth in this Section 4, 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.
4.8 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 4 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 Xxxxxxxxx'x covenants as set forth in this Section 4
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.
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SECTION 5: MISCELLANEOUS.
5.1 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 when 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 Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx
00 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Notice to Xxxxxxxx
------------------
Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Chief Executive Officer
5.2 WAIVER. Xxxxxxxxx'x or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or their failure to
assert any right either 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.
5.3 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.
5.4 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.
5.5 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 including, but not limited to: (i) the
Participation Agreement in the Xxxxxxxx Corporation Management Retention and
Incentive Plan, dated May 11, 1990, between Xxxxxxxx and Xxxxxxxxx; and (ii) the
Employment Agreement, dated January 1, 2000, between Xxxxxxxx and Xxxxxxxxx.
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IN WITNESS WHEREOF, Xxxxxxxxx and Xxxxxxxx, pursuant to the
authorization from its Board of Directors, have caused this Agreement to be
executed in its name on its behalf, all as of the day and year first above
written.
/s/ X. X. Xxxxxxxxx
-------------------
Xxxxxxxx X. Xxxxxxxxx
XXXXXXXX CORPORATION
By: /s/ Xxx X. Xxxxxx
-----------------
Name: Xxx X. Xxxxxx
-------------
Title: Chairman, President & Chief Executive Officer
---------------------------------------------
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