EXHIBIT 10(a)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day
of May, 2000, by and between STANDEX INTERNATIONAL CORPORATION, a
Delaware corporation with its executive offices in Salem, New
Hampshire (hereinafter referred to as "Employer"), and
DAVID R. CRICHTON
of Windham, New Hampshire (hereinafter referred to as
"Executive").
WHEREAS, the Executive and the Employer entered into a
written Employment Agreement on or about February 1, 1998 (the
"February 1998 Agreement") with respect to the Executive's
employment for the Employer; and
WHEREAS, the February 1998 Agreement at this point in time
does not accurately memorialize certain material terms that have
subsequently arisen and already been orally agreed upon by the
Executive and the Employer; and
WHEREAS, the parties desire to enter into this Restated
Employment Agreement to supercede the February 1998 Agreement and
to accurately memorialize in writing all of the terms and
conditions of the Executive's employment by the Employer in a
senior executive, managerial and supervisory capacity, which
position is currently the Executive Vice President/Operations of
Employer.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as Executive Vice President/Operations or other
senior executive, managerial and supervisory capacity, subject to
the direction and control of the Chief Executive Officer of
Employer, said employment being upon the terms and conditions
herein set forth. It is the intention of the parties that this
Agreement supersedes and replaces in its entirety the February
1998 Agreement.
2. Term. The term of this Agreement shall be from the date
of execution by the Executive to December 31, 2002 unless
otherwise terminated in accordance with the provisions of
Sections 6 or 14.
3. Best Efforts. Executive agrees, as long as this
Agreement is in effect, to continue to devote his same best
efforts and the same time and attention to the business of
Employer that he is presently devoting to said business of
Employer, and to the performance of such executive, managerial
and supervisory duties of a similar nature to those performed for
Employer during the period of service preceding this Agreement.
4. Non-Compete. Except as set forth in the third
paragraph of this Section 4, Executive shall not, as long as
this Agreement is in effect, engage in, or be interested in, in
any active capacity, any business other than that of Employer or
any affiliate, associate or subsidiary corporation of Employer.
It is the express intent of the Employer and the Executive that:
(i) the covenants and affirmative obligations in this Section be
binding obligations to be enforced to the fullest extent
permitted by law; (ii) in the event of any determination of
unenforceability of the scope of any covenant or obligation, its
limitation which a court of competent jurisdiction deems fair
and reasonable, shall be the sole basis for relief from the full
enforcement thereof; and (iii) in no event shall the covenants
or obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
No provision contained in this paragraph shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement (January 1 to December 31) of the
higher of $393,000 or the base salary at the end of the
immediately preceding year of this Agreement. Such base salary
shall be payable at least monthly and shall be increased as
determined (in its sole discretion) by Employer.
Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Executive Security Program, the Standex
Supplemental Executive Retirement Plan ("SERP"), the Standex
Retirement Savings Plan and in such other benefit plans and
programs as are made available from time to time to executives of
the Employer. Executive shall be entitled to use an automobile
furnished at the expense of Employer in accordance with
Employer's policy on this subject, as such policy shall be
revised from time to time.
6. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
C. Material Breach. In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on 90
days written notice, provided, however, that termination by
Employer for material breach following a change of control, as
defined in Section 14, shall be effective only upon twelve (12)
months prior written notice. Employer may remove Executive from
all duties and authority commencing on the first day of any such
notice period, however, payment of compensation and participation
in all benefits shall continue through the last day of such
notice period. For purposes of this Agreement material breach
shall be defined as:
(i) an act or acts of dishonesty on the Executive's part
which are intended to result in his substantial personal
enrichment at the expense of the Employer; or
(ii) the Executive
willfully, deliberately and continuously fails to
materially and substantially perform his duties
hereunder and which result in material injury to the
Employer (other than such failure resulting from the
Executive's incapacity due to physical or mental
disability) after demand for substantial performance is
given by the Employer to the Executive specifically
identifying the manner in which the Employer believes
the Executive has not materially and substantially
performed his duties hereunder.
No action, or failure to act, shall be considered "willful"
if it is done by the Executive in good faith and with reasonable
belief that his action or omission was in the best interest of
the Employer.
D. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
7. Notices. Any notice to be given pursuant to this
Agreement shall be sent by certified mail, postage prepaid, or by
fax (with a copy mailed via first class mail, postage pre-paid)
or delivered in person to the parties at the following addresses
or at such other address as either party may from time to time in
writing designate:
To Executive:
David R. Crichton
7 Highland Road
Windham, NH 03087
To Employer:
Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
Attention: Edward J. Trainor
8. Invention and Trade Secret Agreement. Executive agrees
that the Invention and Trade Secret Agreement dated June 22,
1976, by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy which Employer may have.
10. Survival. The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
11. Covenants Severable. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
12. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) that may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive.
This Agreement, together with the Invention and Trade Secret
Agreement, represents all the terms and conditions and the entire
agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
13. Assignment. This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.
14. Change of Control.
A. In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of Regulation 14A
of the Securities Exchange Act of 1934:
(i) Employer may terminate Executive's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii) Executive may terminate his employment at any time if
there is a change in his general area of responsibility, title or
place of employment, or if his salary or benefits are lessened or
diminished.
B. Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal malfeasance in
office, then:
(i) Executive shall be promptly paid a lump sum payment equal to
three times his current annual base salary plus three times the
most recent annual bonus paid to him;
(ii) Executive shall become 100% vested in all benefit plans
in which he participates including but not limited to the Standex
Retirement Savings Plan, the Management Savings Program portion
of the Standex Annual Incentive Program and all restricted stock
options and performance share units granted under the Standex
Long Term Incentive Program and any other stock option plans of
the Employer;
(iii) Three years of benefit service shall be added to the
years of service credited to Executive under the Standex
Retirement Plan;
(iv) The salary and bonus paid under Section 8.B.(i) shall
be deemed the Executive's compensation during such three
additional years for purposes of the computation of his pension
under the Standex Retirement Plan;
(v) All life insurance and medical plan benefits covering the
Executive and his dependents shall be continued at the expense of
Employer for the three-year period following such termination as
if the Executive were still an employee of the Employer; and
(vi) In the event that any payment or distribution of any
type to or for the benefit of the Executive made by the Employer,
by any of its affiliates, by any person or entity which acquires
ownership or effective control or ownership of a substantial
portion of the Employer's assets within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, and all
related regulations or any similar federal tax that may
hereinafter be imposed, whether paid or payable or distributed or
distributable pursuant to this Agreement or otherwise
(collectively called the "Total Payments"), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, and all related regulations or any
similar federal tax that may hereinafter be imposed or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive from the Employer an
additional payment (an "Excise Tax Restoration Payment") in an
amount that shall fully fund the payment by the Executive of any
Excise Tax on the Total Payments as well as any income taxes
imposed on the Excise Tax Restoration Payment, any Excise Tax
imposed on the Excise Tax Restoration Payment and any interest or
penalties imposed with respect to taxes on the Excise Tax
Restoration Payment or any Excise Tax. If the Employer refuses
or fails to timely pay the Excise Tax Restoration Payment to the
Executive without a good faith lawful justification and such
refusal or failure is not corrected within twenty (20) business
days after the Executive provides written notice to the Employer
concerning the refusal or failure, then the Employer shall
immediately pay to the Executive an additional amount equal to
75% of the Executive's last annual base salary as a late fee for
the Employer's late payment of the Excise Tax Restoration
Payment. The Employer shall furnish to the Executive a written
statement setting forth in detail the manner in which the Excise
Tax Restoration Payment was calculated and the basis for such
calculations, including any opinions or other advice that the
Employer received from outside counsel, auditors or consultants.
Notwithstanding the foregoing, it is the express intent and
desire of the parties that if the Total Payments would trigger an
Excise Tax, then the Executive shall be entitled to promptly
receive such additional monetary compensation from the Employer
as may be necessary to ensure that the Executive's net after tax
benefit of the Total Payments would be the same as if no Excise
Tax had been imposed upon the Total Payments. In the event of any
dispute between the Executive and the Employer involving the
Excise Tax Restoration Payment, the matter shall be promptly
submitted to binding arbitration on an expedited basis before a
mutually acceptable arbitrator at a national accounting firm.
15. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/Edward J. Trainor
Edward J. Trainor, President/CEO
ATTEST:
/s/Deborah A. Rosen
Deborah A. Rosen, Secretary
/s/Steven G. Brown /s/David R. Crichton
Witness David R. Crichton
EXHIBIT 10(b)
RESTATED EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day
of May, 2000, by and between STANDEX INTERNATIONAL CORPORATION, a
Delaware corporation with its executive offices in Salem, New
Hampshire (hereinafter referred to as the "Employer"), and
EDWARD J. TRAINOR
of Salem, New Hampshire (hereinafter referred to as the
"Executive").
R E C I T A L S
WHEREAS, the Executive and the Employer entered into a
written Employment Agreement on or about January 28, 1998 (the
"January 1998 Agreement") with respect to the Executive's
employment for the Employer; and
WHEREAS, the January 1998 Agreement at this point in time
does not accurately memorialize certain material terms that have
subsequently arisen and already been orally agreed upon by the
Executive and the Employer; and
WHEREAS, the parties desire to enter into this Restated
Employment Agreement to supercede the January 1998 Agreement and
to accurately memorialize in writing all of the terms and
conditions of the Executive's employment by the Employer in a
senior executive, managerial and supervisory capacity, which
position is currently the President/CEO of Employer.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as President/CEO of Employer and or other senior
executive, managerial and supervisory capacity, subject to the
direction and control of the Board of Directors of Employer, said
employment being upon the terms and conditions herein set forth.
It is the intention of the parties that this Agreement supersedes
and replaces in its entirety the January 1998 Agreement.
2. Term. The initial term of this Agreement shall be three
years from January 1, 2000 to December 31, 2002. Upon the
expiration of the initial term on December 31, 2002, this
Agreement shall automatically renew for an additional three-year
term commencing on January 1, 2003, and upon the expiration of
the first renewal term on December 31, 2005, this Agreement shall
automatically renew for an additional three-year term commencing
on January 1, 2006, provided, however, that neither automatic
renewal shall occur if this Agreement has been otherwise
terminated in accordance with the provisions of Section 6 and,
provided further, that neither automatic renewal shall occur if
either party has notified the other in writing at least one year
in advance of the end of any three-year term stating its intent
to terminate the Agreement at the end of that three-year term.
3. Best Efforts. Executive agrees, as long as this
Agreement is in effect, to continue to devote his same best
efforts and the same time and attention to the business of
Employer that he is presently devoting to said business of
Employer, and to the performance of such executive, managerial
and supervisory duties of a similar nature to those performed for
Employer during the period of service preceding this Agreement.
4. Non-Compete. Except as set forth in the third
paragraph of this Section 4, Executive shall not, as long as
this Agreement is in effect, engage in, or be interested in, in
any active capacity, any business other than that of Employer or
any affiliate, associate or subsidiary corporation of Employer.
It is the express intent of the Employer and the Executive that:
(i) the covenants and affirmative obligations in this Section be
binding obligations to be enforced to the fullest extent
permitted by law; (ii) in the event of any determination of
unenforceability of the scope of any covenant or obligation, its
limitation which a court of competent jurisdiction deems fair
and reasonable, shall be the sole basis for relief from the full
enforcement thereof; and (iii) in no event shall the covenants
or obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
No provision contained in this paragraph shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement (January 1 to December 31) of the
higher of $650,000 or the base salary at the end of the
immediately preceding year of this Agreement. Such base salary
shall be payable at least monthly and shall be increased as
determined (in its sole discretion) by Employer.
Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Executive Life Insurance Plan, the Standex
Supplemental Executive Retirement Plan ("SERP"), the Standex
Retirement Savings Plan and in such other benefit plans and
programs as are made available from time to time to executives of
the Employer. Executive shall be entitled to use an automobile
furnished at the expense of Employer in accordance with
Employer's policy on this subject, as such policy shall be
revised from time to time.
6. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
C. Material Breach. In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on 90
days written notice, provided, however, that termination by
Employer for material breach following a change of control, as
defined in Section 14, shall be effective only upon twelve (12)
months prior written notice. Employer may remove Executive from
all duties and authority commencing on the first day of any such
notice period, however, payment of compensation and participation
in all benefits shall continue through the last day of such
notice period. For purposes of this Agreement material breach
shall be defined as:
(i) an act or acts of dishonesty on the Executive's part
which are intended to result in his substantial personal
enrichment at the expense of the Employer; or
(ii) the Executive willfully, deliberately and continuously
fails to materially and substantially perform his duties
hereunder and which results in material injury to the Employer
(other than such failure resulting from the Executive's
incapacity due to physical or mental disability) after demand for
substantial performance is given by the Employer to the Executive
specifically identifying the manner in which the Employer
believes the Executive has not materially and substantially
performed his duties hereunder.
No action, or failure to act, shall be considered "willful"
if it is done by the Executive in good faith and with reasonable
belief that his action or omission was in the best interest of
the Employer.
D. Legal Expenses. It is further agreed that Employer will
pay all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
7. Notices. Any notice to be given pursuant to this
Agreement shall be sent by certified mail, postage prepaid, or by
fax (with a copy mailed via first class mail, postage pre-paid)
or delivered in person to the parties at the following addresses
or at such other address as either party may from time to time in
writing designate:
To Executive: Edward J. Trainor
14 Copper Beech Road
Salem, New Hampshire 03079
To Employer: Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
8. Invention and Trade Secret Agreement. Executive agrees
that the Invention and Trade Secret Agreement dated June 18,
1985, by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy which Employer may have.
10. Survival. The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
11. Covenants Severable. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
12. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) that may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
13. Assignment. This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.
14. Change of Control.
A. In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of
Regulation 14A of the Securities Exchange Act of 1934:
(i) Employer may terminate Executive's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii) Executive may terminate his employment at any time if
there is a change in his general area of responsibility, title or
place of employment, or if his salary or benefits are lessened or
diminished.
B. Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal
malfeasance in office, then:
(i) Executive shall be promptly paid a lump sum payment equal to
three times his current annual base salary plus three times the
most recent annual bonus paid to him;
(ii) Executive shall become 100% vested in all benefit plans
in which he participates including but not limited to the Standex
Retirement Savings Plan, the Management Savings Program portion
of the Standex Annual Incentive Program and all restricted stock
options and performance share units granted under the Standex
Long Term Incentive Program and any other stock option plans of
the Employer;
(iii) Three years of benefit service shall be added to the
years of service credited to Executive under the Standex
Retirement Plan;
(iv) The salary and bonus paid under Section 8.B.(i) shall
be deemed the Executive's compensation during such three
additional years for purposes of the computation of his pension
under the Standex Retirement Plan;
(v) All life insurance and medical plan benefits covering the
Executive and his dependents shall be continued at the expense of
Employer for the three-year period following such termination as
if the Executive were still an employee of the Employer; and
(vi) In the event that any payment or distribution of any
type to or for the benefit of the Executive made by the Employer,
by any of its affiliates, by any person or entity which acquires
ownership or effective control or ownership of a substantial
portion of the Employer's assets within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, and all
related regulations or any similar federal tax that may
hereinafter be imposed, whether paid or payable or distributed or
distributable pursuant to this Agreement or otherwise
(collectively called the "Total Payments"), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, and all related regulations or any
similar federal tax that may hereinafter be imposed or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive from the Employer an
additional payment (an "Excise Tax Restoration Payment") in an
amount that shall fully fund the payment by the Executive of any
Excise Tax on the Total Payments as well as any income taxes
imposed on the Excise Tax Restoration Payment, any Excise Tax
imposed on the Excise Tax Restoration Payment and any interest or
penalties imposed with respect to taxes on the Excise Tax
Restoration Payment or any Excise Tax. If the Employer refuses
or fails to timely pay the Excise Tax Restoration Payment to the
Executive without a good faith lawful justification and such
refusal or failure is not corrected within twenty (20) business
days after the Executive provides written notice to the Employer
concerning the refusal or failure, then the Employer shall
immediately pay to the Executive an additional amount equal to
75% of the Executive's last annual base salary as a late fee for
the Employer's late payment of the Excise Tax Restoration
Payment. The Employer shall furnish to the Executive a written
statement setting forth in detail the manner in which the Excise
Tax Restoration Payment was calculated and the basis for such
calculations, including any opinions or other advice that the
Employer received from outside counsel, auditors or consultants.
Notwithstanding the foregoing, it is the express intent and
desire of the parties that if the Total Payments would trigger an
Excise Tax, then the Executive shall be entitled to promptly
receive such additional monetary compensation from the Employer
as may be necessary to ensure that the Executive's net after tax
benefit of the Total Payments would be the same as if no Excise
Tax had been imposed upon the Total Payments. In the event of any
dispute between the Executive and the Employer involving the
Excise Tax Restoration Payment, the matter shall be promptly
submitted to binding arbitration on an expedited basis before a
mutually acceptable arbitrator at a national accounting firm.
15. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/Thomas L. King
Thomas L. King
Its: Chairman of the Board
Attest:/s/Deborah A. Rosen
Deborah A. Rosen, Secretary
/s/Edward J. Trainor
Edward J. Trainor
Witness: /s/Colleen R. Saulnier
EXHIBIT 10(c)
RESTATED EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of
May, 2000, by and between STANDEX INTERNATIONAL CORPORATION, a
Delaware corporation, with its executive offices in Salem, New
Hampshire (hereinafter referred to as "Employer"), and
-------------------------- EDWARD F. PAQUETTE -------------------
-------
of Milton, Massachusetts (hereinafter referred to as
"Executive").
WHEREAS, the Executive and the Employer entered into a
written Employment Agreement on or about June 2, 1997 (the "June
1997 Agreement") with respect to the Executive's employment for
the Employer; and
WHEREAS, the June 1997 Agreement at this point in time does
not accurately memorialize certain material terms that have
subsequently arisen and already been orally agreed upon by the
Executive and the Employer; and
WHEREAS, the parties desire to enter into this Restated
Employment Agreement to supercede the June 1997 Agreement and to
accurately memorialize in writing all of the terms and conditions
of the Executive's employment by the Employer in a senior
executive, managerial and supervisory capacity, which position is
currently the Vice President/Chief Financial Officer of Employer.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive on a
full-time basis and Executive agrees to serve Employer on a full-
time basis as Vice President/Chief Financial Officer or other
senior executive, managerial and supervisory capacity, subject to
the direction and control of the Chief Executive Officer of
Employer, said employment being upon the terms and conditions
herein set forth. It is the intention of the parties that this
Agreement supersedes and replaces in its entirety the June 1997
Agreement
2. Term. The term of this Agreement shall be from the date of
execution by the Executive to August 31, 2001 unless otherwise
terminated in accordance with the provisions of Sections 7 or 14.
3. Best Efforts. Executive agrees, as long as this Agreement
is in effect, to devote his best efforts and his full time and
attention to the business of Employer and to the performance of
such executive, managerial and supervisory duties assigned to
him.
4. Non-Compete. Except as set forth in the third paragraph
of this Section 4, Executive shall not, as long as this
Agreement is in effect, engage in, or be interested in, in any
active capacity, any business other than that of Employer or any
affiliate, associate or subsidiary corporation of Employer. It
is the express intent of the Employer and the Executive that:
(i) the covenants and affirmative obligations in this Section be
binding obligations to be enforced to the fullest extent
permitted by law; (ii) in the event of any determination of
unenforceability of the scope of any covenant or obligation, its
limitation which a court of competent jurisdiction deems fair
and reasonable, shall be the sole basis for relief from the full
enforcement thereof; and (iii) in no event shall the covenants
or obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
No provision contained in this Section 4 shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement (January 1 to December 31) of the
higher of $283,000 or the base salary at the end of the
immediately preceding year of this Agreement. Such base salary
shall be payable at least monthly and shall be increased as
determined (in its sole discretion) by Employer.
Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, and in such other benefit plans and programs as are made
available to executives of the Employer, provided, however,
Executive agrees that he will not be entitled to participate in
the Standex International Corporation Retirement Savings Plan.
Executive shall be entitled to use an automobile furnished at the
expense of Employer in accordance with Employer's policy on this
subject, as such policy shall be revised from time to time.
6. Stock Options. The Employer in accordance with the June
1997 Agreement has granted the following stock options to
Executive:
A. Incentive Stock Options. In September, 1997, in January,
1998 and in January, 1999, the Employer granted an amount of
incentive stock options to Executive determined by dividing the
applicable market price of Standex Common Stock on the New York
Stock Exchange into $100,000 and rounding that result down to the
nearest 100 shares. The above options will vest 50% at the end
of the first anniversary of the date of grant and 50% at the end
of the second anniversary. The terms of each of these options
will be five years.
B. Non-Statutory. In September, 1997, the Employer granted a
non-statutory stock option to Executive covering 15,000 shares of
Standex Common Stock at an exercise price of $5.00 below the
market price of the stock at the time. Vesting on this option
will occur 1/3 on the first anniversary of the date of grant, 1/3
on the second anniversary and 1/3 on the third anniversary. The
term of the option will be ten years.
C. Option Grants in Accordance with Plan. All option grants
mentioned in A and B above were made under the provisions of the
Standex International Corporation 1994 Stock Option Plan.
7. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
C. Material Breach. In the event of a material breach of the
terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on
ninety days advance written notice, provided, however, that
termination by Employer for material breach following a change of
control, as defined in Section 15, shall be effective only upon
twelve (12) months prior written notice. Employer may remove
Executive from all duties and authority commencing on the first
day of any such notice period, however, payment of compensation
and participation in all benefits shall continue through the last
day of such notice period.
D. Termination for Convenience by Executive. At any time prior
to the commencement of the term of this Agreement as well as
during the term, the Executive may terminate this Agreement, for
any reason or for no reason, with at least ninety days advance
written notice to the Employer. Executive's base salary and
benefits shall be continued through his selected date of
termination.
E. Termination for Convenience by Employer. At any time during
the term of this Agreement, the Employer may terminate this
Agreement, for any reason or for no reason, with at least ninety
days advance written notice to Executive provided the Employer
pays as severance to the Executive one-half of one year's base
pay over the course of the six months following the termination.
F. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
8. Notices. Any notice to be given pursuant to this Agreement
shall be sent by certified mail, postage prepaid, or by fax (with
a copy mailed via first class mail, postage pre-paid) or
delivered in person to the parties at the following addresses or
at such other address as either party may from time to time in
writing designate:
To Executive: Edward F. Paquette
88 Columbine Road
Milton, Massachusetts 02186
To Employer: Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
Attention: Edward J. Trainor
9. Invention and Trade Secret Agreement. Executive agrees that
the Invention and Trade Secret Agreement dated June 2, 1997, by
and between Executive and Standex International Corporation and
signed by the Executive shall remain in full force and effect
while this Agreement is in effect and, as provided in the
Invention and Trade Secret Agreement, after termination hereof.
10. Specific Performance. It is acknowledged by both parties
that damages will be an inadequate remedy to Employer in the
event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy that Employer may have.
11. Survival. The obligations contained in Sections 4 and 10
shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
12. Covenants Severable. In the event that any covenant of this
Agreement shall be determined invalid or unenforceable and the
remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
13. Entire Agreement; Amendment. This Agreement supersedes any
employment understanding or agreement (except the Invention and
Trade Secret Agreement) which may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
14. Assignment. This Agreement is personal between Employer and
Executive and may not be assigned; provided, however, that
Employer shall have the absolute right at any time, or from time
to time, to sell or otherwise dispose of its assets or any part
thereof or to reconstitute the same into one or more subsidiary
corporations or divisions or to merge, consolidate or enter into
similar transactions. In the event of any such transaction, the
term "Employer" as used herein shall mean and include such
successor corporation.
15. Change of Control.
A. In the event of a change in control of Employer required to
be reported under Item 6(e) of Schedule 14A of Regulation 14A of
the Securities Exchange Act of 1934, Executive may terminate his
employment at any time if there is a change in his general area
of responsibility, title or place of employment, or if his salary
or benefits are lessened or diminished.
Following a change of control of Employer, any termination
of Executive's employment by Executive pursuant to the
immediately preceding sentence, then:
(i) Executive shall be promptly paid a lump sum payment equal to
his current annual base salary plus the amount of the most recent
annual bonus paid to him, if any; and
(ii) Executive shall become 100% vested in all options which
have been granted to him under the provisions of Section 6 and in
all benefit plans in which he participates including but not
limited to the Management Savings Program portion of the Standex
Annual Incentive Program and all restricted stock options and
performance share units granted under the Standex Long Term
Incentive Program and any other stock option plans of the
Employer;
(iii) All life insurance and medical plan benefits covering
the Executive and his dependents shall be continued at the
expense of Employer for the one-year period following such
termination as if the Executive were still an employee of the
Employer; and
(iv) In the event that any payment or distribution of any
type to or for the benefit of the Executive made by the Employer,
by any of its affiliates, by any person or entity which acquires
ownership or effective control or ownership of a substantial
portion of the Employer's assets within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, and all
related regulations or any similar federal tax that may
hereinafter be imposed, whether paid or payable or distributed or
distributable pursuant to this Agreement or otherwise
(collectively called the "Total Payments"), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, and all related regulations or any
similar federal tax that may hereinafter be imposed or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive from the Employer an
additional payment (an "Excise Tax Restoration Payment") in an
amount that shall fully fund the payment by the Executive of any
Excise Tax on the Total Payments as well as any income taxes
imposed on the Excise Tax Restoration Payment, any Excise Tax
imposed on the Excise Tax Restoration Payment and any interest or
penalties imposed with respect to taxes on the Excise Tax
Restoration Payment or any Excise Tax. If the Employer refuses
or fails to timely pay the Excise Tax Restoration Payment to the
Executive without a good faith lawful justification and such
refusal or failure is not corrected within twenty (20) business
days after the Executive provides written notice to the Employer
concerning the refusal or failure, then the Employer shall
immediately pay to the Executive an additional amount equal to
75% of the Executive's last annual base salary as a late fee for
the Employer's late payment of the Excise Tax Restoration
Payment. The Employer shall furnish to the Executive a written
statement setting forth in detail the manner in which the Excise
Tax Restoration Payment was calculated and the basis for such
calculations, including any opinions or other advice that the
Employer received from outside counsel, auditors or consultants.
Notwithstanding the foregoing, it is the express intent and
desire of the parties that if the Total Payments would trigger an
Excise Tax, then the Executive shall be entitled to promptly
receive such additional monetary compensation from the Employer
as may be necessary to ensure that the Executive's net after tax
benefit of the Total Payments would be the same as if no Excise
Tax had been imposed upon the Total Payments. In the event of any
dispute between the Executive and the Employer involving the
Excise Tax Restoration Payment, the matter shall be promptly
submitted to binding arbitration on an expedited basis before a
mutually acceptable arbitrator at a national accounting firm.
16. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/Edward J. Trainor
Edward J. Trainor, President/CEO
ATTEST:
/s/Deborah A. Rosen
Deborah A. Rosen, Secretary
/s/Steven G. Brown /s/ Edward F. Paquette
Witness Edward F. Paquette
EXHIBIT 10(d)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day
of May, 2000, by and between STANDEX INTERNATIONAL CORPORATION, a
Delaware corporation with its executive offices in Salem, New
Hampshire (hereinafter referred to as the "Employer"), and
DEBORAH A. ROSEN
of Framingham, Massachusetts (hereinafter referred to as the
"Executive").
WHEREAS, Executive has heretofore been and is now employed
by Employer in a senior executive, managerial and supervisory
capacity, currently serving as Vice President, General Counsel
and corporate Secretary; and
WHEREAS, Employer is desirous of retaining the services of
Executive in a senior executive capacity upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as Vice President, General Counsel and corporate
Secretary or other senior executive, managerial and supervisory
capacity, subject to the direction and control of the Chief
Executive Officer of Employer, said employment being upon the
terms and conditions herein set forth.
2. Term. The initial term (the "Initial Term") of this
Agreement shall commence upon the date it is executed by the
Executive and continue through midnight on December 31, 2002,
unless otherwise terminated in accordance with the provisions of
Sections 6 or 14. Upon the expiration of the Initial Term, this
Agreement shall automatically renew for an additional term of
three (3) years (the "First Renewal Term") commencing upon
January 1, 2003, and upon the expiration of the First Renewal
Term, this Agreement shall automatically renew for an additional
term of three (3) years (the "Second Renewal Term") commencing
upon January 1, 2006. Notwithstanding the foregoing, the First
Renewal Term and the Second Renewal Term shall not occur if this
Agreement has been otherwise terminated in accordance with the
provisions of Sections 6 or 14 and, provided further that neither
the First Renewal Term nor the Second Renewal Term shall occur if
either party has notified the other in writing at least one (1)
year in advance of the end of the existing term of the Agreement
stating its intent to terminate the Agreement at the end of that
particular term.
3. Best Efforts. Executive agrees, as long as this
Agreement is in effect, to continue to devote her same best
efforts and the same time and attention to the business of
Employer that she is presently devoting to said business of
Employer, and to the performance of such executive, managerial
and supervisory duties of a similar nature to those performed for
Employer during the period of service preceding this Agreement.
4. Non-Compete. Except as set forth in the third paragraph
of this Section 4, Executive shall not, as long as this Agreement
is in effect, engage in, or be interested in, in any active
capacity, any business other than that of Employer or any
affiliate, associate or subsidiary corporation of Employer. It
is the express intent of the Employer and the Executive that: (i)
the covenants and affirmative obligations in this Section be
binding obligations to be enforced to the fullest extent
permitted by law; (ii) in the event of any determination of
unenforceability of the scope of any covenant or obligation, its
limitation which a court of competent jurisdiction deems fair and
reasonable, shall be the sole basis for relief from the full
enforcement thereof; and (iii) in no event shall the covenants
or obligations in this Section be deemed wholly unenforceable.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
Notwithstanding the foregoing restrictions, the Executive,
during the two (2) year restriction period shall be entitled to
be employed as a private practice attorney in a law firm or
corporate environment on the condition and understanding that she
will fully abide by and honor the Invention and Trade Secret
Agreement referenced in Section 8 below. No provision contained
in this paragraph shall restrict Executive from making
investments in other ventures which are not competitive with
Employer, or restrict Executive from engaging, during non-
business hours, in any other such non-competitive business or
restrict Executive from owning less than five per cent of the
outstanding securities of companies which compete with any
present or future business of Employer and which are listed on a
national stock exchange or actively traded on the NASDAQ National
Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for her services at a minimum annual base salary during
any year of this Agreement (January 1 to December 31) of the
higher of $200,000 or the base salary at the end of the
immediately preceding year of this Agreement. Such base salary
shall be payable at least monthly and shall be increased as
determined (in its sole discretion) by Employer.
Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Supplemental Executive Retirement Plan
("SERP"), the Standex Retirement Savings Plan and in such other
benefit plans and programs as are made available from time to
time to executives of the Employer. Executive shall be entitled
to use an automobile furnished at the expense of Employer in
accordance with Employer's policy on this subject, as such policy
shall be revised from time to time.
6. Termination.
A. Death. Executive's employment shall terminate forthwith
upon her death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that she is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive her full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
C. Material Breach. In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on 90
days written notice, provided, however, that termination by
Employer for material breach following a change of control, as
defined in Section 14, shall be effective only upon twelve (12)
months prior written notice. Employer may remove Executive from
all duties and authority commencing on the first day of any such
notice period, however, payment of compensation and participation
in all benefits shall continue through the last day of such
notice period. For purposes of this Agreement material breach
shall be defined as:
(i) an act or acts of dishonesty on the Executive's part
which are intended to result in her substantial personal
enrichment at the expense of the Employer; or
(ii) the Executive willfully, deliberately and continuously
fails to materially and substantially perform her duties
hereunder and which result in material injury to the Employer
(other than such failure resulting from the Executive's
incapacity due to physical or mental disability) after demand for
substantial performance is given by the Employer to the Executive
specifically identifying the manner in which the Employer
believes the Executive has not materially and substantially
performed her duties hereunder.
No action, or failure to act, shall be considered "willful" if it
is done by the Executive in good faith and with reasonable belief
that her action or omission was in the best interest of the
Employer.
D. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that her conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if she
successfully defends or successfully prosecutes her case.
7. Notices. Any notice to be given pursuant to this
Agreement shall be sent by certified mail, postage prepaid, or by
fax (with a copy mailed via first class mail, postage pre-paid)
or delivered in person to the parties at the following addresses
or at such other address as either party may from time to time in
writing designate:
To Executive: Deborah A. Rosen
7 Ford Lane
Framingham, MA 01701
To Employer: Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
Attention: Edward J. Trainor
8. Invention and Trade Secret Agreement. Executive agrees
that the Invention and Trade Secret Agreement dated October 23,
1985, by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach her
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy that Employer may have.
10. Survival. The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
11. Covenants Severable. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
12. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) that may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
13. Assignment. This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.
14. Change of Control.
A. In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of Regulation 14A
of the Securities Exchange Act of 1934:
(i) Employer may terminate Executive's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii) Executive may terminate her employment at any time if
there is a change in her general area of responsibility, title or
place of employment, or if her salary or benefits are lessened or
diminished.
B. Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal malfeasance in
office, then:
(i) Executive shall be promptly paid a lump sum payment equal to
three times her current annual base salary plus three times the
most recent annual bonus paid to her;
(ii) Executive shall become 100% vested in all benefit plans
in which she participates including but not limited to the
Standex Retirement Savings Plan, the Management Savings Program
portion of the Standex Annual Incentive Program and all
restricted stock options and performance share units granted
under the Standex Long Term Incentive Program and any other stock
option plans of the Employer;
(iii) Three years of benefit service shall be added to the
years of service credited to Executive under the Standex
Retirement Plan;
(iv) The salary and bonus paid under Section 8.B.(i) shall
be deemed the Executive's compensation during such three
additional years for purposes of the computation of her pension
under the Standex Retirement Plan;
(v) All life insurance and medical plan benefits covering the
Executive and her dependents shall be continued at the expense of
Employer for the three-year period following such termination as
if the Executive were still an employee of the Employer; and
(vi) In the event that any payment or distribution of any
type to or for the benefit of the Executive made by the Employer,
by any of its affiliates, by any person or entity which acquires
ownership or effective control or ownership of a substantial
portion of the Employer's assets within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, and all
related regulations or any similar federal tax that may
hereinafter be imposed, whether paid or payable or distributed or
distributable pursuant to this Agreement or otherwise
(collectively called the "Total Payments"), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, and all related regulations or any
similar federal tax that may hereinafter be imposed or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest or penalties are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive from the Employer an
additional payment (an "Excise Tax Restoration Payment") in an
amount that shall fully fund the payment by the Executive of any
Excise Tax on the Total Payments as well as any income taxes
imposed on the Excise Tax Restoration Payment, any Excise Tax
imposed on the Excise Tax Restoration Payment and any interest or
penalties imposed with respect to taxes on the Excise Tax
Restoration Payment or any Excise Tax. If the Employer refuses
or fails to timely pay the Excise Tax Restoration Payment to the
Executive without a good faith lawful justification and such
refusal or failure is not corrected within twenty (20) business
days after the Executive provides written notice to the Employer
concerning the refusal or failure, then the Employer shall
immediately pay to the Executive an additional amount equal to
75% of the Executive's last annual base salary as a late fee for
the Employer's late payment of the Excise Tax Restoration
Payment. The Employer shall furnish to the Executive a written
statement setting forth in detail the manner in which the Excise
Tax Restoration Payment was calculated and the basis for such
calculations, including any opinions or other advice that the
Employer received from outside counsel, auditors or consultants.
Notwithstanding the foregoing, it is the express intent and
desire of the parties that if the Total Payments would trigger an
Excise Tax, then the Executive shall be entitled to promptly
receive such additional monetary compensation from the Employer
as may be necessary to ensure that the Executive's net after tax
benefit of the Total Payments would be the same as if no Excise
Tax had been imposed upon the Total Payments. In the event of any
dispute between the Executive and the Employer involving the
Excise Tax Restoration Payment, the matter shall be promptly
submitted to binding arbitration on an expedited basis before a
mutually acceptable arbitrator at a national accounting firm.
15. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/Edward J. Trainor
Edward J. Trainor, President/CEO
ATTEST:
/s/Steven G. Brown
Steven G. Brown, Assistant Secretary
/s/Donna P. Rodgers /s/Deborah A. Rosen
Witness Deborah A. Rosen
