Exhibit 10.33
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of the
1st day of February 2001, by and between Xxxxxxxx Corporation, a Missouri
corporation ("Xxxxxxxx"), and Xxxx X. Xxxxxxxx, an individual ("Employee").
WHEREAS, Xxxxxxxx currently employs Employee as Vice President
of Xxxxxxxx and President of Angelica's Textile Services Business Segment,
and Xxxxxxxx and Employee wish to more specifically define the terms and
conditions of Employee's employment with Xxxxxxxx in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.
(a) "ANNUAL BASE SALARY" means the base salary set forth in
Section 3.3 of this Agreement, as it shall be increased from time
to time in the discretion of the Board or the Compensation and
Organization Committee of the Board.
(b) "BOARD" means the Board of Directors of Xxxxxxxx.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity or group, or
a Person (within the meaning of Section 13(d)(3) or 14(d)
(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") of ownership of 20% or more of either (a)
the then outstanding shares of common stock of Xxxxxxxx
(the "Outstanding Xxxxxxxx Common Stock") or (b) the
combined voting power of the then outstanding voting
securities of Xxxxxxxx entitled to vote generally in the
election of directors (the "Outstanding Xxxxxxxx Voting
Securities"); or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by Angelica's stockholders, was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent Board, any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest
(as such terms are used in Rule l4a-11 of Regulation l4A
promulgated under
the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the stockholders of Xxxxxxxx of a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (a) more than 50% of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation
and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Xxxxxxxx Common
Stock and Outstanding Xxxxxxxx Voting Securities
immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization,
merger or consolidation, of the Outstanding Xxxxxxxx Common
Stock and Outstanding Xxxxxxxx Voting Securities, as the
case may be, (b) no Person beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation, entitled to vote generally
in the election of directors and (c) at least a majority of
the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the stockholders of Xxxxxxxx of (a) a
complete liquidation or dissolution of Xxxxxxxx or (b) the
sale or other disposition of all or substantially all of
the assets of Xxxxxxxx, other than to a corporation, with
respect to which following such sale or other disposition,
(1) more than 50% of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Xxxxxxxx Common Stock and Outstanding
Xxxxxxxx Voting Securities immediately prior to such sale
or other disposition in substantially the same
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proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Xxxxxxxx
Common Stock and Outstanding Xxxxxxxx Voting Securities, as
the case may be, (2) no Person beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally
in the election of directors and (3) at least a majority of
the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of
Xxxxxxxx.
(d) "DATE OF TERMINATION" means a date that a Notice of
Termination is received by the party to whom such notice is being
given, unless the party giving the Notice of Termination specifies
another date in the Notice of Termination (which date shall not be
more than 30 days after giving of such Notice of Termination) or,
alternatively, the last day of any Term in the event that a Notice
of Non-Renewal is delivered by either party in accordance with
Section 2.1 of this Agreement.
(e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS" means:
(i) when used with reference to the stock or other equity
interests of the Operating Line of Business that is or
becomes a separate corporation, limited liability company,
partnership or other business entity, the sale, exchange,
transfer, distribution or other disposition of the
ownership, either beneficially or of record or both, by
Xxxxxxxx of more than 50% of either (a) the then
outstanding shares of common stock (or the equivalent
equity interests) of such Operating Line of Business, or
(b) the combined voting power of the then outstanding
voting securities of such Operating Line of Business
entitled to vote generally in the election of the Board or
the equivalent governing body of the Operating Line of
Business;
(ii) when used with reference to the merger or consolidation
of the Operating Line of Business that is or becomes a
separate corporation, limited liability company,
partnership or other business entity, any such transaction
that results in Xxxxxxxx owning, either beneficially or of
record or both, less than 50% of either (a) the then
outstanding shares of common stock (or the equivalent
equity interests) of such Operating Line of Business, or
(b) the combined voting power of the then outstanding
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voting securities of such Operating Line of Business
entitled to vote generally in the election of the Board or
the equivalent governing body of the Operating Line of
Business; or
(iii) when used with reference to the assets of the Operating
Line of Business, the sale, exchange, transfer,
liquidation, distribution or other disposition of assets of
such Operating Line of Business (a) having a fair market
value (as determined by the Incumbent Board) aggregating
more than 50% of the aggregate fair market value of all of
the assets of such Operating Line of Business as of the
Triggering Transaction Date, (b) accounting for more than
50% of the aggregate book value (net of depreciation and
amortization) of all of the assets of such Operating Line
of Business, as would be shown on a balance sheet for such
Operating Line of Business, prepared in accordance with
generally accepted accounting principles then in effect, as
of the Triggering Transaction Date; or (c) accounting for
more than 50% of the net income of such Operating Line of
Business, as would be shown on an income statement,
prepared in accordance with generally accepted accounting
principles then in effect, for the 12 months ending on the
last day of the month immediately preceding the month in
which the Triggering Transaction Date occurs.
(f) "EFFECTIVE DATE" means the date of this Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on the
Effective Date and ending on the Date of Termination.
(h) "GOOD CAUSE" means, when used in connection with the
termination of Employee's employment with Xxxxxxxx by Xxxxxxxx, a
termination based upon (i) Employee's 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 substantial performance is
delivered to Employee by Xxxxxxxx, which specifically identifies
the manner in which Employee has not substantially performed his
duties; (ii) Employee's commission of an act constituting a
criminal offense involving moral turpitude, dishonesty or breach
of trust; or (iii) Employee's material breach of any provision of
this Agreement.
(i) "GOOD REASON" means, when used in connection with the
termination of Employee's employment with Xxxxxxxx by Employee, a
termination based upon the following reasons:
(i) the assignment to Employee of any duties inconsistent
in any respect with Employee's position (including status,
offices, titles and reporting
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requirements), authority, duties and responsibilities as
contemplated by this Agreement or any other action by
Xxxxxxxx which results in a material diminution in such
position, authority, duties or responsibilities, excluding
for this purpose any action not taken in bad faith which is
remedied by Xxxxxxxx promptly after receipt of notice by
Xxxxxxxx thereof given by Employee;
(ii) (A) the failure by Xxxxxxxx to continue in effect any
benefit or compensation plan, stock ownership plan, life
insurance plan, health and accident plan or disability plan
to which Employee is entitled, provided that Xxxxxxxx may
amend, modify or replace such plans as long as the Employee
is entitled to benefits under the amended, modified or
replaced plan or plans that are substantially similar to
those of the plan or plans so amended, modified or
replaced; (B) the taking of any action by Xxxxxxxx which
would adversely affect Employee's participation in, or
materially reduce Employee's benefits under, any plans in
which Employee is then currently participating; or (C) the
failure of Xxxxxxxx to provide Employee with paid vacation
to which Employee is entitled;
(iii) a material breach by Xxxxxxxx of any provision of this
Agreement;
(iv) a purported termination by Xxxxxxxx of Employee's
employment otherwise than specifically permitted by this
Agreement; or
(v) in connection with a Triggering Transaction (as set
forth in Section 4.2 of this Agreement), the failure of a
successor of Xxxxxxxx expressly to assume and agree to
perform this Agreement pursuant to the provisions of
Section 6.4 of this Agreement prior to a Triggering
Transaction; provided, however, that a termination of
employment by Employee: (A) subsequent to an express
assumption and agreement to perform this Agreement by such
successor on or after a Triggering Transaction Date or (B)
subsequent to a date that is two years after a Triggering
Transaction Date, shall not be deemed to be for "Good
Reason" under this subsection.
(j) "NOTICE OF TERMINATION" means a written notice by either party
of such party's desire to terminate Employee's employment with
Xxxxxxxx, which notice (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated, and (iii)
if the Date of Termination is other than the date of receipt of
such
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Notice, specifies the Date of Termination (which date shall not be
more than 30 days after the giving of such Notice). The failure by
Employee or Xxxxxxxx to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Cause
or Good Reason shall not waive any right of Employee or Xxxxxxxx
hereunder or preclude Employee or Xxxxxxxx from asserting such
fact or circumstance in enforcing Employee's or Angelica's rights
hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written notice by either
party to this Agreement of such party's desire not to allow the
Term of the Agreement to automatically renew at the end of the
then-current Term for another Term, thus having the effect of
terminating the Agreement at the end of the then-current Term.
(l) "OPERATING LINE OF BUSINESS" means Angelica's Textile Services
Business Segment which operates laundry plants, either as a
division or as a separate subsidiary or subsidiaries, providing
textile rental and laundry services for health care institutions
and general linen services in selected geographic areas,
principally to hotels, motels and restaurants.
(m) "TERM" means, initially a two-year period commencing on the
Effective Date and ending on the date of the second anniversary of
the Effective Date, and, if renewed in accordance with Section 2.1
of this Agreement, shall mean a one-year period commencing on the
particular anniversary date of the Effective Date and ending on
the date one year after such commencing anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change in Control of
Xxxxxxxx, or (ii) a Disposition of the Operating Line of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the date that the
Triggering Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for two years commencing on the Effective
Date, subject to automatic renewal for one or more additional Terms of one
year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF TERM.
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Notwithstanding Section 2.1 of this Agreement, either party to this
Agreement may terminate Employee's Employment Period (and Employee's
employment with Xxxxxxxx) at any time during the Term by giving the other
party a Notice of Termination to the other party, without any liability
except as specified in Section 4 of this Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee 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 notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity
of the corporation to which Employee's compensation is charged, provided
that said corporation is a subsidiary or affiliate of Xxxxxxxx and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.
3.2 POSITIONS AND DUTIES. Xxxxxxxx hereby employs Employee and
Employee hereby accepts such employment as Vice President of Xxxxxxxx and
President of Angelica's Textile Services Business Segment, subject to the
reasonable directions of the Chief Executive Officer of Xxxxxxxx and the
Board. Employee 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 the Board from time
to time. Employee 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.
3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $260,000 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation
Plan or any incentive compensation plan which is generally available to
other similarly situated executives of Xxxxxxxx. The Incentive Compensation
during the first year of the Employment Period shall range from 0 to 60% of
Employee's Annual Base Salary. The Incentive Compensation which Employee
will have an opportunity to earn shall be reviewed at least annually and may
be adjusted at the discretion of the Chief Executive Officer of Xxxxxxxx and
the Board, dependent upon Employee's performance and in accordance with
Angelica's policies. The Incentive Compensation to be paid Employee with
respect to the first twelve (12) months of the Employment Period shall not
be less than $120,000.
3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible to
receive stock-based awards or grants under Angelica's 1994 Performance Plan
or 1999 Performance Plan, including stock options, restricted stock and
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performance awards, from time to time, in the discretion of the Compensation
and Organization Committee or the Board of Xxxxxxxx.
(a) Employee will receive a grant of an option for 60,000 shares
of Xxxxxxxx common stock under Angelica's 1994 or 1999 Performance
Plan, such grant to be effective February 1, 2001, and on terms
and conditions similar to grants made to employees in comparable
positions.
(b) Employee will receive a grant of 18,000 restricted shares of
Xxxxxxxx common stock under Angelica's 1994 or 1999 Performance
Plan. One-third of those shares (6,000) will vest on February 1,
2001, and one-half of the remaining shares (6,000) will vest at
the end of each of the first two years of Employee's employment.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
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.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee 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.
3.7 PARTICIPATION IN PENSION PLAN. Employee 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.
3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is eligible
to participate in Angelica's Supplemental Plan at an assigned formula rate
of 35% and otherwise based upon current eligibility requirements and subject
to the terms and conditions of such plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end of the
initial Term or prior to the end of any subsequent renewal Term, as the case
may be, (a) by Xxxxxxxx without Good Cause or (b) by Employee for Good
Reason, then upon the negotiation and execution of a mutually acceptable
settlement and release agreement by Xxxxxxxx and Employee, in addition to
any accrued salary and other payments owed to Employee under Angelica's
other benefit plans and policies, Xxxxxxxx shall pay Employee an amount as
follows:
(a) If such termination occurs within the first year of the
Employment Period, an amount equal to 1/12th of Employee's
then-current Annual Base Salary multiplied by that number of months
which, when added to the number of months worked, equals 24; or
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(b) If such termination occurs within the second or any subsequent
year of the Employment Period, an amount equal to Employee's
then-current Annual Base Salary.
Said amount shall be paid in equal, semi-monthly payments, less applicable
taxes, withholdings and standard deductions. In the case of a termination of
Employee's employment with Xxxxxxxx not in connection with a Triggering
Transaction for any reason other than as stated in this Section 4.1 above,
Employee shall be entitled only to accrued salary and other payments owed to
Employee under Angelica's other benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within two
years after the Triggering Transaction Date (i) Xxxxxxxx shall terminate
Employee's employment with Xxxxxxxx without Good Cause, or (ii) Employee
shall terminate employment with Xxxxxxxx for Good Reason, or, alternatively,
(b) if one of the above-described terminations of employment occurs within
the six-month period prior to the earlier of (i) a Triggering Transaction or
(ii) the execution of a definitive agreement or contract that eventually
results in a Triggering Transaction, then, in addition to any accrued salary
and other payments owed to Employee under Angelica's other benefit plans and
policies, Xxxxxxxx shall pay to Employee an amount equal to 2.99 times
Employee's then-current Annual Base Salary, in a lump-sum payment, after
either (y) the Date of Termination, in the case where the sequence of the
requisite events is as set forth in subsection (a) above or (z) the
Triggering Transaction Date, in the case where the sequence of the requisite
events occurred as set forth in subsection (b) above (the relevant date for
purposes of entitlement to the benefits set forth in this Section 4.2 is
hereinafter referred to as the "Entitlement Date"). In addition, at the
Entitlement Date, to the extent not otherwise provided for under the terms
of Angelica's stock option plans or Employee's stock option agreements, all
stock options held by Employee that have not expired in accordance with
their respective terms shall vest and become fully exercisable. In the case
of any termination of Employee's employment with Xxxxxxxx in connection with
a Triggering Transaction for any reason other than as stated in this Section
4.2 above, Employee shall be entitled only to accrued salary and other
payments owed to Employee under Angelica's other benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Xxxxxxxx or by mutual agreement, Employee 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, directly or
indirectly, through any commercial venture, as a partner, officer, director,
stockholder, advisor, employee, consultant, agent, salesman, venturer or
otherwise, in the business conducted by the Operating Line of Business in the
United States, Canada or any other country in which Xxxxxxxx does business.
This requirement, however,
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will not limit Employee's 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. In addition,
notwithstanding this Section 5.1, if Employee is terminated by Xxxxxxxx
without Good Cause or if Employee terminates his employment with Xxxxxxxx for
Good Reason, then Employee will not be subject to the restrictions of this
Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Xxxxxxxx, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and trade
secrets of Xxxxxxxx or its licensors or customers. Employee agrees that the
maintenance of the proprietary character of such information and property to
the full 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
Employee's Employment Period, shall not use or divulge such confidential
information or property except as permitted or required by the duties of
Employee's employment with Xxxxxxxx. Employee shall not remove any property
of a proprietary nature from Angelica's premises except as required by the
duties of Employee's employment. Employee shall return to Xxxxxxxx upon
termination of his employment with Xxxxxxxx, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Xxxxxxxx.
5.3 NON-DIVERSION. During the Employment Period and for one
year after the Date of Termination, Employee 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
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the
period and areas of restriction following the Date of Termination, as set
forth in this Section 5, 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.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of
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any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as set
forth in this Section 5 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.
SECTION 6: MISCELLANEOUS.
6.1 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 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 Employee
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Xxxx X. Xxxxxxxx
0000 Xxxxx Xxxx Xx.
Xxxxxxx, XX 00000
Notice to Xxxxxxxx
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Xxxxxxxx Corporation
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Xxxxxxxx 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.
6.3 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.
6.4 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
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Angelica's business and/or assets which assumes and agrees to perform this
Agreement.
6.5 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.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
XXXXXXXX CORPORATION
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Chief Executive Officer
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