UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
---
ALFA International Corp.
___________________________________________________
(Name of Issuer)
Common Stock
___________________________________________________
(Title of Class of Securities)
015389-30-7
__________________________
(CUSIP Number)
Frank J. Drohan, 50 S. Buckhout St., Irvington, NY 10533.
914-591-1994
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 23, 1997
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
SCHEDULE 13D
CUSIP No. 015389-30-7 Page 2 of 8 Pages
--------------- --- ---
_________________________________________________________________
| 1 | NAME OF REPORTING PERSON Frank J. Drohan |
| | S.S. OR I.R.S. IDENTIFICATION |
| | NO. OF ABOVE PERSON ###-##-#### |
- ---------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] |
| | (b)[ ] |
- ---------------------------------------------------------------
| 3 | SEC USE ONLY |
- ---------------------------------------------------------------
| 4 | SOURCE OF FUNDS OO, PF |
- ---------------------------------------------------------------
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
| | REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) [ ] |
- ---------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
- ---------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER 1,583,726 |
SHARES --------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER |
OWNED BY --------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER 1,583,726 |
REPORTING --------------------------------------------------
PERSON |10 | SHARED DISPOSITIVE POWER |
WITH | | |
- ---------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY |
| | EACH REPORTING PERSON 1,583,726 |
- ---------------------------------------------------------------
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN |
| | ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| | See Item 5 |
- ---------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT |
| | IN ROW (11) 44.6% |
- ---------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON IN |
| | |
- ---------------------------------------------------------------
Schedule 13D -- Amendment No. 1
This Amendment amends and restates the Schedule 13D dated
January 21, 1992 filed by Frank J. Drohan with respect to the
Common Stock of Alfa International Corp.
Item 1. Security and Issuer
Security:
$.01 par value common stock (CUSIP #
015389-30-7)(the "Common Stock) of ALFA
International Corp. (the "Issuer").
On December 9, 1992 the Issuer filed for
protection under Chapter 11 of the U.S.
Bankruptcy Code in the United States
Bankruptcy Court for the District of
Arizona. Pursuant to the Issuer's
confirmed Plan of Reorganization ("Plan")
the then outstanding 6,545,006 shares
(CUSIP # 015389-10-9) of the Issuer's
common stock (the "Old Common Stock") were
reverse split on a 1 for 25 basis into
261,800 shares of Common Stock.
Name and Address of Principal
Executive Offices of Issuer:
ALFA International Corp.
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
Item 2. Identity and Background
(a) Name:
Frank J. Drohan ("Drohan")
(b) Business Address:
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
(c) Present Principal Employment:
President and Chief Executive Officer of
Issuer and President and Chief Executive
Officer of Issuer's wholly owned
subsidiary, Ty-Breakers Corp., a New York
corporation ("Ty-Breakers"). Ty-Breakers
is engaged in the business of
manufacturing and marketing imprinted
apparel made from TYVEK (a DuPont fabric
material) and from KENSEL (a proprietary
fabric material for which Ty-Breakers
holds the patent), and the Issuer, through
its ownership of Ty-Breakers, is engaged
in the business of Ty-Breakers. The
address of both the Issuer and of Ty-
Breakers is: 50 South Buckhout Street,
Irvington-On-Hudson, New York 10533.
(d) Conviction in Criminal Proceedings:
None
(e) Securities Laws Violations:
None
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other
Consideration
i. Pursuant to the Plan, Drohan's 2,674,000
shares of Old Common Stock were reverse
split on a 1 for 25 basis into 106,960
shares of Common Stock.
ii. Pursuant to the Plan, Drohan was issued
498,241 shares of Common Stock in payment
of his post-petition claim against the
Issuer of $4,982.41 .
iii. Drohan acquired 71,850 shares of Common
Stock in a private transaction for $718.50
on August 30, 1996 using personal funds.
iv. As of December 6, 1996, Drohan was issued
164,175 shares of Common Stock in
consideration of past services to the
Issuer.
v. Pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") dated
January 9, 1997 among the Issuer, Alfa
Acquisition Corp., a wholly owned
subsidiary of the Issuer ("AAC"), and Ty-
Breakers (NY) Corp. ("TYNY"), on January
23, 1997, TYNY was merged with and into
AAC (the "Merger"). Subsequent to the
Merger AAC changed its corporate name to
Ty-Breakers Corp. ("Ty-Breakers").
Pursuant to the Merger, Drohan exchanged
his 2,970,000 shares of TYNY common stock,
constituting approximately 75.4% of the
outstanding shares of TYNY common stock
on a fully diluted basis, for 742,500
shares of the Issuer's Common Stock. The
Merger Agreement is attached as an Exhibit
to the Issuer's filing on Form 8-K dated
January 27, 1997 and incorporated herein
by reference.
Item 4. Purpose of Transaction:
Drohan acquired and holds the Common Stock
for the purpose of managing and developing
the Issuer and investing in its growth.
Prior to the Merger, TYNY had shares of
common stock and preferred stock
outstanding. The terms of the Merger
included, among other things, (i) the
conversion of all outstanding preferred
shares of TYNY in accordance with their
terms into the appropriate number of
common shares of TYNY and, (ii) the
exchange of all the capital stock of TYNY
for shares of Common Stock on the basis
of one (1) share of Common Stock for each
four (4) shares of common stock of TYNY.
Immediately prior to the Merger, Drohan
owned 32.9% of the Common Stock.
Immediately after the Merger, and as of
the date hereof, Drohan owns 44.6% of the
outstanding shares of Common Stock.
The Issuer is in discussions with
Auto-Pilot, Inc., a Delaware corporation
("API"), with respect to a possible
acquisition of API by the Issuer. Such
discussions are in a preliminary stage and
no assurance as to their outcome can be
made at this time. API, which is
controlled by Drohan and members of his
family, is involved in the design and
development of single board computers with
real-time operating systems for the
embedded systems market.
The Issuer, Drohan and Old Dominion Growth
Fund Limited, a British Virgin Islands
corporation ("Old Dominion") are parties
to an investment banking agreement dated
December 6, 1996 ("I.B. Agreement"). The
I.B. Agreement is attached hereto as an
Exhibit and incorporated herein by
reference. The I.B. Agreement
contemplates, among other things, an
offering ("Offering") to be conducted by
Old Dominion on behalf of the Issuer of
up to one million five hundred thousand
dollars of the Issuer's securities. As
part of the compensation to be paid to Old
Dominion pursuant to the I.B. Agreement
and conditional upon the term of the I.B.
Agreement not having expired, Drohan is
obligated to offer to sell 71,850 shares
of Common Stock that he owns to Old
Dominion at a price of $.01 per share
promptly after receipt by the Issuer of
$500,000 of the proceeds in the Offering.
In accordance with the I.B. Agreement, the
Issuer is required to appoint a nominee
of Old Dominion to the Issuer's Board of
Directors.
The Issuer presently intends within the
next 12 months to seek the approval of its
shareholders to change its state of
Incorporation from New Jersey to Delaware
and to change its corporate name to more
properly reflect its present operations.
Except as set forth above, Drohan has no plans or
proposals of the kind described in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. (a) Interest in Securities of the Issuer:
Aggregate No. Percentage of
of Shares of Issuer's Common
Name Common Stock Stock Outstanding
Frank J. Drohan 1,583,726 <F1> 44.6% <F2>
<F1> Does not include option shares referred to in Item 6.
<F2> Based on 3,543,896 shares of Common Stock outstanding as
of the date hereof.
(b) Drohan has sole power to vote or direct
the vote and sole power to dispose or to
direct the disposition of all shares
identified in Item 5(a) above.
(c) Other than the acquisition of shares of
Common Stock in connection with the Merger
described in Item 3(v) hereof and in
connection with the stock grant described
in Item 3(iv) hereof, Drohan has not
engaged in any transaction in the Common
Stock during the past 60 days.
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to
Securities of the Issuer:
The Issuer and Old Dominion are parties to a
promissory note dated November 13, 1996 ("Note"),
and Drohan and Old Dominion are parties to an escrow
agreement dated November 13, 1996 ("Escrow
Agreement"). The Note and the Escrow Agreement are
attached hereto as exhibits and are incorporated
herein by reference. Pursuant to the Note, Old
Dominion loaned the Issuer $100,000 and pursuant to
the terms of the Note and the Escrow Agreement,
Drohan pledged 605,201 shares of Common Stock owned
by him as security for the repayment to Old Dominion
by the Issuer of all amounts due under the Note. The
Note is payable on the earlier of (a) ten business
days after the consummation of the initial sale or
sales of securities of the Issuer for cash next
following the consummation of the Merger, of which
sale the net proceeds to the Issuer are in at least
the amount then due and owing under the Note, or on
November 12, 1997.
The Issuer, Drohan and Old Dominion are parties to
an investment banking agreement dated December 6,
1996 ("I.B. Agreement"). See Item 4.
Drohan and the Issuer's wholly owned subsidiary Ty-
Breakers are parties to a five year employment
agreement dated January 2, 1997 ("Agreement"). The
Agreement is attached hereto as an exhibit and
incorporated herein by reference. The Agreement
contemplates the grant to Drohan of stock options
covering 250,000 shares of Common Stock. A condition
precedent to the effectiveness of the Agreement and
the grant of such options (which condition has not
been fulfilled as of the date hereof) is the receipt
by the Issuer of at least $500,000 proceeds from the
Offering. If and when such options are issued they
will be exercisable at a price of $1.00 per share,
will vest at the rate of 50,000 per year, and will
be contingent upon Drohan's continual employment
with Ty-Breakers or with the Issuer.
Item 7. Exhibits:
1. The Merger Agreement
2. The Investment Banking Agreement
3. The Promissory Note
4. The Escrow Agreement
5. The Employment Agreement
Signature
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
March 7, 1997
Signature
/s/ Frank J. Drohan
Frank J. Drohan
Name/Title
EXHIBIT 1. The Merger Agreement
Incorporated by reference to the Issuer's report on
Form 8K dated and filed January 27, 1997.
December 6, 1996
Mr. Cheskal Roth
Old Dominion Growth Fund Limited
P.O. Box 556
Main Street
Charleston
Isle of Nevis
British West Indies
Dear Mr. Roth,
This letter is to memorialize the terms and conditions of the
agreement between Alfa International Corp. and its successors and
assigns (the "Company") and Old Dominion Growth Fund Limited ("Old
Dominion") regarding the scope of Old Dominion's investment banking
services on behalf of the Company, the terms and conditions of a
short term loan from Old Dominion to the Company, the compensation
that the Company will pay Old Dominion for all such services and
the rights and obligations of Old Dominion and the Company (the
"Agreement"). All capitalized terms in this Agreement, unless
otherwise defined herein, shall have the meaning assigned them in
the "Subscription Agreement" (as hereinafter defined).
1. Old Dominion has heretofore provided investment banking
services to the Company, including but not limited to advice
on the capital structure of an offering under Regulation S of
the Securities Act of 1933, as amended (the "Act") as
generally outlined in the draft Offshore Securities
Subscription Agreement ("Subscription Agreement") attached
hereto as Exhibit A and the Company intends to engage Old
Dominion to provide investment banking services to the
Company, including but not limited to, advice on the capital
structure of possible future public offerings of the Company's
securities.
2. Subject only to the merger between a wholly owned subsidiary
of the Company and Ty-Breakers (NY) Corp. (the "Merger") as
generally described in the draft merger agreement attached
hereto as Exhibit B becoming effective, then this Agreement
will constitute Old Dominion's undertaking to offer to its
overseas clients on behalf of the Company, and on a "best
efforts" basis, the 1,000 Units as specified in the
Subscription Agreement (the "Offering").
3. Old Dominion has arranged a short term loan to the Company of
one hundred thousand dollars ($100,000) in accordance with
the terms and conditions of the Note attached hereto as
Exhibit C.
4. As security for repayment of the Note by the Company, six
hundred five thousand two hundred one (605,201) shares of the
Company's Common Stock (the "Drohan Shares") which are owned
by the Company's president, Frank J. Drohan ("Drohan") have
been deposited with Kramer, Levin, Naftalis & Frankel
("KLNF"), 919 Third Avenue, New York, N.Y. 10022, as escrow
agent under the terms of the "Escrow Agreement" annexed hereto
as Exhibit D. With the sole exception of the "Wiss Shares" (as
hereinafter defined), the Drohan Shares are all the shares of
the Company's Common Stock owned by Drohan.
5. The term ("Term") of this Agreement shall be from the date
hereof up until and including the earlier of either (a)
December 31, 1997, or (b) sixty (60) days after the date the
Merger becomes effective if the proceeds from the sale of at
least 500 of the Units in the Offering have not been received
by the Company by that date, or (c) one hundred eighty (180)
days after the date the Merger becomes effective if the
proceeds from the sale of the remaining 500 Units in the
Offering have not been received by the Company by that date.
During the Term Old Dominion, or its designee, shall have the
"right of first refusal" as to any future public offering of
the Company's securities or of the securities of Auto-Pilot,
Inc, a Delaware corporation ("API") which is controlled by
Drohan. As soon as practicable after the Merger becomes
effective, Old Dominion shall nominate a director to the Board
of Directors of the Company and the Company and Drohan shall
use their best efforts to have such nominee appointed as a
director of the Company.
6. Immediately after execution of this Agreement by the parties
and as compensation to Old Dominion for its services to date
hereunder, the Company shall grant to Old Dominion, one
million two hundred fifty thousand (1,250,000) shares (the
"Shares") of the Company's Common Stock. The Shares shall
thereafter be dealt with in accordance with the "Stock
Redemption Agreement" of even date with this Agreement and
attached hereto as Exhibit E. Old Dominion agrees that it
shall execute all such documents and other papers and take
such further actions as may be reasonably required by counsel
to the Company to assure that the grant of the Shares as
contemplated by this Agreement is done in compliance with all
the provisions of the Act.
7. Subject only to the satisfaction of the condition precedent
outlined in the following sentence of this paragraph 7, and
as additional compensation to Old Dominion, Drohan shall offer
to sell to Old Dominion, seventy-one thousand eight hundred
fifty (71,850) shares of the Company's Common Stock which are
owned by him (the "Wiss Shares") for a purchase price of $.01
per share and a total purchase price of seven hundred eighteen
dollars and fifty cents ($718.50). If the Term ends and 500
Units in the Offering have not been sold, then Drohan shall
have no obligation to offer to sell any of the Wiss Shares to
Old Dominion. Drohan shall offer to sell the Wiss Shares to
Old Dominion promptly after receipt by the Company of the
proceeds from the sale of the first 500 Units in the Offering.
Old Dominion agrees that it shall execute all such documents
and other papers and take such further actions as may be
reasonably required by counsel to Drohan and the Company to
assure that any sale of the Wiss Shares as contemplated by
this paragraph is done in compliance with all the provisions
of the Act.
8. If, during the Term, Old Dominion introduces the Company to
other companies and such introduction(s) result in any
acquisition, merger or other business combination (but not
simply business transactions between the Company and such
other companies), then upon consummation of any such
acquisition, merger or business combination, Old Dominion
shall be entitled to be compensated for such introduction(s)
in accordance with the "Lehman Formula" (i.e. 5-4-3-2-1), or
such other formula as may be mutually agreed upon by the
parties. Notwithstanding the provisions of this paragraph 8,
Old Dominion shall not be entitled to an "introduction fee"
in the event of any business combination of the Company with
API.
9. Old Dominion agrees that it will offer the Units described in
the Subscription Agreement in compliance with all the
regulations therefore promulgated under the Act and under the
Securities Exchange Act of 1934 and only to potential
purchasers who are not residents of the United States and who
qualify in all respects as purchasers of "Regulation S"
securities.
This Agreement (including the Exhibits) constitutes the entire
agreement between Old Dominion and the Company (and between Old
Dominion and Drohan with respect to paragraphs 4, 5, and 7 hereof)
and supersedes all previous agreements, negotiations and
discussions, whether written or oral, all of which are merged into
this Agreement. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York
applicable to contracts made and to be entirely performed therein
and without regard to principles of conflict of laws.
The parties acknowledge that neither the Drohan Shares nor the
securities that paragraphs 6 and 7 of this Agreement require Drohan
and the Company to deliver to Old Dominion will be registered under
the Act.
If you are in agreement with the contents, terms and
conditions of this Agreement, please indicate your acceptance and
agreement hereto by countersigning where indicated below and
returning one copy of this Agreement to me.
Sincerely yours,
Alfa International Corp.
Frank J. Drohan
President
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED AS
TO PARAGRAPHS 4, 5, AND 7
ONLY:
Old Dominion Growth Fund, Ltd. Frank J.Drohan
By: _________________________ By:______________________
Frank J. Drohan
AGREED TO AND ACCEPTED AS
TO PARAGRAPHS 5 and 8 ONLY:
Auto-Pilot, Inc., a
Delaware corporation
By:____________________
Frank J. Drohan,
President
PROMISSORY NOTE
$ 100,000 November 13, 1996
New York, New York
FOR VALUE RECEIVED, Alfa International Corp. (the "Company"),
hereby promises to pay to the order of Old Dominion Growth Fund
Limited, a British Virgin Islands corporation (the "Payee"), the
principal amount of One Hundred Thousand Dollars ($100,000) plus
interest thereon as set forth herein, on the Maturity Date (as
defined below).
1. Interest. Interest shall accrue on the unpaid principal
amount hereof calculated on the basis of a 365 day year at the rate
of six percent (6%) per annum, subject to the following sentence.
In no event shall interest charged hereunder exceed the maximum
rate authorized by law. Interest shall be calculated from (and
including) the sixty-first day after the date hereof to (but not
including) the date of payment.
2. Security. The indebtedness evidenced hereunder is secured
by certain collateral more fully described in the annexed Schedule
"A" (the "Collateral"), which Frank J. Drohan ("Drohan") has
delivered to Kramer, Levin Naftalis & Frankel, as Escrow Agent (the
"Escrow Agent") pursuant to the terms and conditions of the Escrow
Agreement dated as of the date hereof by and among Drohan, the
Payee and the Escrow Agent, and in which Drohan has granted to the
Payee a security interest.
3. Method of Payment. All payments of principal and
interest shall be made in lawful currency of the United States of
America which shall be legal tender in payment of all debts, public
and private, at the time of payment.
4. Maturity Date. The principal hereof and interest thereon
shall mature and be payable on the earlier of (i) ten (10) business
days after the consummation of the initial sale or sales of
securities of Alfa for cash next following the consummation of the
merger of Ty-Breakers (NY) Corp., with Alfa or a subsidiary of
Alfa, of which sale the net proceeds to Alfa are in at least the
amount then due and owing under this Note, or (ii) one year from
the date hereof, unless payable earlier in accordance with Section
6 (the "Maturity Date").
5. Prepayment. This Note may be prepaid in whole or in
part at any time without premium or penalty. All prepayments shall
be applied first to interest and costs owed hereunder and then to
principal.
6. Insolvency. All amounts of principal, interest and
costs due hereunder shall become immediately due and payable in the
event that: (a) the Company makes an assignment for the benefit of
creditors or admits in writing its inability to pay its debts
generally as they become due; (b) an order, judgement or decree is
entered adjudicating the Company bankrupt or insolvent; (c) any
order for relief with respect to the Company is entered under
bankruptcy, insolvency or other similar laws; or (d) the Company
petitions or applies to any tribunal for the appointment of a
custodian, trustee, receiver or liquidator, or commences any
proceeding relating to itself under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, or any such petition or
application is filed, or any such proceeding is commenced, against
the Company and either (i) the Company in writing indicates its
approval thereof, consents thereto or acquiesces therein, or (ii)
such petition, application or proceeding is not dismissed within
thirty (30) days.
7. Default Rate If the Company shall fail to pay any
amount of principal hereunder when due, whether upon maturity or
otherwise, then thereafter the unpaid indebtedness then evidenced
by and due under this Note and any amounts for interest and costs
due hereunder shall bear interest which shall accrue monthly at a
fixed rate equal to nine percent (9%) per annum.
8. Usury. The Company and the Payee intend that the
obligations evidenced by this Note conform strictly to the
applicable usury laws from time to time in force. All agreements
between the Company and the Payee, whether now existing or
hereafter arising and whether oral or written, hereby are expressly
limited so that in no contingency or event whatsoever, whether by
accelerating of maturity hereof or otherwise, shall the amount paid
or agreed to be paid to the Payee, or collected by the Payee, by
or on behalf of the Company for the use, forbearance or detention
of the money to be loaned to the Company hereunder or otherwise,
or for the payment or performance of any covenant or obligation
contained herein of the Company to the Payee, or in any other
document evidencing, securing or pertaining to such indebtedness
evidenced hereby, exceed the maximum amount permissible under
applicable usury law. If under any circumstances whatsoever
fulfillment of any provision hereof or any other document, at the
time performance of such provisions shall be due, shall involve
transcending the limit of validity prescribed by law, then ipso
facto, the obligation to be fulfilled shall be reduced to the limit
of such validity; and if under any circumstances the Payee ever
shall receive from or on behalf of the Company an amount deemed
interest by applicable law, which would exceed the highest lawful
rate, such amount that would be excessive interest under applicable
usury laws shall be applied to the reduction of the Company's
principal amount owing hereunder and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance
of principal and such other indebtedness, the excess shall be
deemed to have been a payment made by mistake and shall be refunded
to the Company or to any other person making such payment on the
Company's behalf.
9. Expenses. In the event this Note is not paid on the
stated Maturity Date, or should it be necessary for Payee to
enforce any other of its rights hereunder, the Company will pay to
Payee, in addition to principal and other charges due hereunder,
all costs of collection or enforcement, including reasonable
attorney's fees, costs and expenses, whether incurred with respect
to collection, litigation, bankruptcy proceeding, interpretation,
dispute, negotiation, trial, appeal, defense of actions instituted
by a third party against Payee arising out of or related to the
indebtedness evidenced hereby, enforcement of any judgement based
on this Note, or otherwise, whether or not a suit to collect such
amounts or to enforce such rights is brought or, if brought, is
prosecuted to judgement.
10. Waiver of Rights. No delay on the part of the Payee in
exercising any of its options, powers or rights nor any partial or
single exercise of any such options, powers or rights shall
constitute a waiver thereof or of any other option, power or right,
and no waiver on the part of the Payee of any of its options,
powers or rights shall constitute a waiver of any other option,
power or right.
11. Demand for Payment. Presentment and demand for payment,
notice of dishonor, protest and notice of protest, are hereby
waived by the Company.
12. Amendments. This Note (a) may not be changed, waived,
discharged or terminated except by an instrument in writing signed
by the party against which enforcement of such change, waiver,
discharge or termination is sought and (b) shall be binding upon
the Company, and shall inure to the benefit of and be enforceable
by Payee, its successors and assigns.
14. Governing Law. THE VALIDITY, ENFORCEMENT AND CONSTRUCTION
OF THIS NOTE SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS
OF THE STATE OF NEW YORK.
15. Submission to Jurisdiction; Venue. THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY ACTION
OR PROCEEDING (EACH A "CLAIM") ARISING OUT OF OR RELATING TO THIS
NOTE AND HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK, THAT SUCH CLAIM IS BROUGHT IN
AN INCONVENIENT FORUM OR THAT THE VENUE IS IMPROPER. THE COMPANY
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH CLAIM BY MAILING A
COPY THEREOF TO ITS PRINCIPAL EXECUTIVE OFFICE AND AGREES THAT SUCH
SERVICE UPON RECEIPT SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE
OF PROCESS AND NOTICE THEREOF. NOTHING IN THIS PARAGRAPH SHALL
AFFECT OR LIMIT ANY RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
IN WITNESS WHEREOF, the Company has caused this Note to be
executed and delivered in its name as of the date first above
written.
ALFA INTERNATIONAL CORP.
By:
Title:
ESCROW AGREEMENT
This ESCROW AGREEMENT ("Agreement") is made as of November 12,
1996, by and among Frank J. Drohan ("Drohan"), Old Dominion Growth
Fund Limited, a British Virgin Islands corporation ("Old Dominion")
and Kramer, Levin, Naftalis & Frankel, as Escrow Agent hereunder
(the "Escrow Agent"). Each of Drohan and Old Dominion are referred
to herein individually as a "Party" and collectively as the
"Parties".
NOW, THEREFORE, in consideration of the foregoing Recitals and
the mutual covenants and agreements herein contained and intending
to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Appointment of the Escrow Agent; Holding and Disbursing
of Escrowed Shares.
(a) Each of the Parties hereby appoints the Escrow Agent
to serve as escrow agent solely for the purposes set forth in this
Agreement, and the Escrow Agent hereby accepts such appointment,
on the terms and subject to the conditions hereof.
(b) Pursuant to the terms of a certain Promissory Note
(the "Note") executed by Alfa International Corp.("Alfa"), in favor
of Old Dominion, and an Investment Banking Agreement between Alfa
and Old Dominion, Drohan has delivered to the Escrow Agent, to hold
pursuant to the terms and conditions hereof, Six Hundred Five
Thousand Two Hundred and One (605,201) shares of common stock of
Alfa, together with blank executed stock powers (collectively, the
"Escrowed Shares"), the receipt of which Escrow Agent hereby
acknowledges. In the event that there shall be made any dividends
or distributions in respect of the Escrowed Shares, or there shall
be realized any other proceeds in respect of the Escrowed Shares,
Drohan shall deliver such dividends, distributions or other
proceeds to the Escrow Agent promptly upon receipt thereof, and the
term "Escrowed Shares" shall be deemed to include such dividends,
distributions or other proceeds.
2. Claims, Procedures and disbursement. The Escrowed Shares
shall be held and disbursed by the Escrow Agent as follows:
(a) Drohan shall be entitled to delivery of the Escrowed
Shares if (I) on or before one hundred twenty (120) days from the
date hereof, there shall have been consummated under applicable law
the merger (the "Merger") of Ty-Breakers (NY Corp., a New York
corporation ("Ty-Breakers"), with Alfa or a subsidiary of Alfa,
such that Ty-Breakers shall become part of or a wholly-owned
subsidiary of Alfa and (II) the Note shall have been paid in full
from the proceeds of the initial sale or sales of securities of
Alfa for cash next following the consummation of the Merger, whose
net proceeds to Alfa are in at least the amount then due and owing
under the Note, such payment to be made within ten (10) business
days of the consummation of such sale or sales, but in no event
later than one year from the date hereof (the conditions in clauses
(I) and (II) are referred to as the "Release Conditions"). If at
any time either of the Release Conditions shall be violated, Old
dominion shall be entitled to delivery of the Escrowed Shares.
(b) If the Release Conditions shall have been satisfied,
Drohan shall be entitled to deliver a notice (a "Drohan Delivery
Notice") to the Escrow Agent stating that the Release Conditions
have been satisfied and requesting delivery of the Escrowed Shares.
Within five (5) business days of its receipt of the Drohan Delivery
Notice, the Escrow Agent shall furnish a copy thereof to Old
dominion. If, within ten (10) business days of Old dominion's
receipt of the Drohan Delivery Notice, the Escrow Agent shall not
have received a notice from Old Dominion (and "Old Dominion
Objection Notice") objecting to the delivery of the Escrowed Shares
to Drohan, the Escrow Agent, as promptly as practicable thereafter,
shall deliver the Escrowed Shares to Drohan. thereafter, the
Escrow Agent shall cease to have any obligations under this
Agreement. If the Escrow Agent shall receive an Old dominion
Objection Notice within the aforesaid ten (10) day period, the
Escrow Agent shall continue to hold or shall dispose of the
Escrowed Shares, as provided in subsection (d) below.
(c) If at any time either of the Release Conditions
shall be violated, Old Dominion shall be entitled to deliver a
notice (and "Old dominion Delivery Notice") to the Escrow Agent
stating that the Release Conditions have been violated and
requesting delivery of the Escrowed Shares. Within five (5)
business days of its receipt of the Old dominion Delivery Notice,
the Escrow Agent shall furnish a copy thereof to Drohan. If within
ten (10) business days of Drohan's receipt of the Old dominion
Delivery Notice, the Escrow Agent shall not have received a notice
from Drohan (a "Drohan Objection Notice") objecting to the delivery
of the Escrowed Shares to Old Dominion, the Escrow Agent, as
promptly as practicable thereafter, shall deliver the Escrowed
Shares to Old Dominion. Thereafter, the Escrow Agent shall cease
to have any obligations under this Agreement. If the Escrow Agent
shall receive a Drohan Objection Notice within the aforesaid ten
(10) day period, the Escrow Agent shall continue to hold or shall
dispose of the Escrowed Shares, as provided in subsection (d)
below.
(d) If (x) the Escrow Agent shall receive a Drohan
Delivery Notice and Old Dominion Objection Notice or (y) The Escrow
Agent shall receive an Old dominion Delivery Notice and a Drohan
Objection Notice or (z) the Escrow Agent shall receive neither a
Drohan Delivery Notice nor and Old dominion Delivery Notice prior
to one (1) year from the date of this Agreement, then the Escrow
Agent, in its sole discretion shall either (i) continue to hold the
Escrowed Shares pending the joint instruction of the Parties or a
direction of a court of competent jurisdiction on the disposition
of the Escrowed Shares or (ii) shall deliver and deposit the
Escrowed Shares to the custody of a court of competent
jurisdiction. Upon the disposition of the Escrowed Shares as
directed by a joint instruction of the Parties or by a court of
competent jurisdiction or upon the delivery and deposit of the
Escrowed Shares to the custody of a court of competent jurisdiction
as aforesaid, the Escrow Agent shall cease to have any obligations
under this Agreement.
3. Termination of this Agreement. This Agreement shall
terminate upon the delivery or disposition of the Escrowed Shares
in accordance with Section 2 hereof; provided that the provisions
of Sections 4 hereof shall survive such termination.
4. Terms and Conditions to Escrow Agent's Acceptance. In
order to induce Escrow Agent to serve as such under this Agreement,
each of Drohan and Old dominion hereby covenants to and agrees with
the other and with Escrow Agent to the following provisions, which
the Parties agree shall govern and control the rights, duties and
immunities of the Escrow Agent:
(a) The duties and obligations of the Escrow Agent shall
be determined solely by the express provisions of this Agreement
and the Escrow Agent shall not be bound by the provisions of any
other agreement between Drohan and Old Dominion.
(b) The Escrow Agent shall not be responsible for any
failure or inability of the parties to this Agreement, or of anyone
else, to deliver the Escrowed Shares or other property to the
Escrow Agent or otherwise to honor any of the provisions of this
Agreement.
(c) The fees and expenses of the Escrow Agent in
administering this Escrow Agreement shall be the joint
responsibility of the Parties. The Parties shall jointly and
severally hold Escrow Agent harmless against, any loss, liability
or expense, including but not limited to reasonable attorneys' fees
and expenses, incurred without bad faith or willful misconduct on
the part of the Escrow Agent arising out of or in connection with
its acceptance of, or the performance of its duties and obligations
under, this Agreement.
(d) The Escrow Agent shall be fully protected in acting
on and in relying upon any written notice, direction, request,
waiver, consent, receipt or other paper or document which the
Escrow Agent in good faith believes to be genuine and to have been
signed or presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error
of judgement, or for any act done or step taken or omitted by it
in good faith or for any mistake in fact or law, or for anything
which it may do or refrain from doing in connection herewith,
except its own bad faith or willful misconduct.
(f) The Escrow Agent may seek the advice of legal
counsel in the event of any dispute or question as to the
construction of any of the provisions of this Agreement or its
duties hereunder, and it shall incur no liability and shall be
fully protected in respect of any action taken, omitted or suffered
by it in good faith in accordance with the opinion of such counsel.
(g) In the event of ambiguity in the provisions
governing the Escrowed Shares or uncertainty on the part of the
Escrow Agent as how to proceed, such that the Escrow Agent, in its
sole and absolute judgement, deems it necessary for its protection
so to do, the Escrow Agent may refrain from taking any action other
than to retain custody of the Escrowed Shares deposited hereunder
until it shall have a written order from a court of competent
jurisdiction, or may deliver and deposit the Escrowed Shares to the
custody of a court of competent jurisdiction and thereupon have no
further obligations under this Agreement.
(h) The Escrow Agent may resign at any time by giving
not less than five (5) days' written notice thereof to Old dominion
and Drohan. Within ten (10) days after receiving such notice, Old
Dominion and Drohan shall agree on and appoint a successor escrow
agent (the "Successor Escrow Agent") at which time the Escrow Agent
shall deliver the Escrowed Shares to the Successor Escrow Agent.
After appointment of the Successor Escrow Agent and delivery of the
Escrowed Shares to the Successor Escrow Agent by the Escrow Agent,
the Escrow Agent shall have no further obligations under this
Agreement.
(i) Old Dominion and Drohan may remove the Escrow Agent
upon written notice to the Escrow Agent signed by Old dominion and
Drohan stating such removal and designating a Successor Escrow
Agent, and, upon delivery of the Escrowed Shares to the Successor
Escrow Agent, the Escrow Agent shall have no further obligations
under this Agreement.
(j) If after twenty (20) days from the date of delivery
of its written notice of intent to resign, the Escrow Agent has not
received a written designation of a Successor Escrow Agent, the
Escrow Agent's sole responsibility shall be in its sole discretion
either to retain custody of the Escrowed Shares until it receives
such designation, or to apply to a court of competent jurisdiction
for appointment of a Successor Escrow Agent and after such
appointment to have no further obligations under this Agreement.
5. Governing Law; Jurisdiction; Venue. This Agreement shall
be governed by, and construed and enforced in accordance with, the
laws of the State of New York applicable to contracts made and to
be entirely performed therein and without regard to principles of
conflict of laws. Any litigation based hereon, or arising out of,
under or in connection with this Agreement shall be brought and
maintained exclusively in the courts of the State of New York or
in the United States District Court for the Southern District of
New York. Each of Drohan, Old Dominion and the Escrow Agent hereby
expressly and irrevocably submit to the jurisdiction of the courts
of the State of New York and of the United States District Court
for the Southern District of New York for the purpose of any such
litigation set forth above. Each of Drohan, Old Dominion and the
Escrow Agent hereby expressly and irrevocably waives, to the
fullest extent permitted by law, any objection which they have or
hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any
such litigation has been brought in an inconvenient forum.
6. Assignment; Binding Nature; No Beneficiaries. This
Agreement may not be assigned by any party hereto (other than by
the Escrow Agent as provided in Section 4 hereof) without the
written consent of the other parties. This Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the
parties hereto and their respective heirs, personal
representatives, legatees, successors and permitted assigns. This
Agreement shall not confer any rights or remedies upon any person
other than to the parties hereto and their respective heirs,
personal representatives, legatees, successors and permitted
assigns.
7. Counterparts. For the convenience of the parties, any
number of counterparts hereof may be executed, each such executed
counterpart shall be deemed an original and all such counterparts
together shall constitute one and the same instrument.
8. Amendment. This Agreement may be modified or amended
only by an instrument in writing, duly executed by Old dominion and
Drohan; provided, that no such modification or amendment shall be
binding on the Escrow Agent unless the Escrow Agent consents
thereto in writing.
9. Nonwaiver. No waiver by any party of any term,
provision, covenant, representation or warranty contained in this
Agreement (or any breach thereof) shall be effective unless it is
in writing executed by the party against which such waiver is to
be enforced; no waiver shall be deemed or construed as a further
or continuing waiver of any such term, provision, covenant,
representation or warranty (or breach) on any other occasion or as
a waiver of any other term, provision, covenant, representation or
warranty (or the breach of any other provision) contained in this
Agreement on the same or any other occasion.
10. Headings. The headings in this Agreement are inserted
for convenience only and shall not constitute a part thereof.
11. Construction. In this Agreement (i) words denoting the
singular include the plural and vice versa, (ii) "it" or "its" or
words denoting any gender include all genders, (iii) the word
"including" shall mean "including without limitation," whether or
not expressed, (iv) any reference herein to a Section refers to a
Section of this Agreement, unless otherwise stated, (v) when
calculating a period of time within or following which any act is
to be done or steps taken, the date which is the reference day in
calculating such period shall be excluded and if the last day of
such period is not a business day, then the period shall end on the
next day which is a business day, and (vi) except as otherwise
expressly provided herein, all dollar amounts are expressed in
United States funds.
12. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter
hereof and supersedes all other prior representations, agreements
and understandings, both written and oral, among the parties with
respect to such subject matter.
13. Notices. Unless otherwise specifically provided in this
Agreement, all notices, requests, consents, approvals, agreements
or other communications required or permitted to be given under
this Agreement shall be in writing and shall be delivered in of
the following means: (a) by hand; (b) by facsimile transmission to
those parties with fax numbers indicated below (with subsequent
written confirmation by another means in compliance with this
Section 13); (c) by registered or certified mail, first class
postage prepaid, return receipt requested; or (d) by nationally
recognized overnight courier, addressed to the respective addresses
of the parties as follows:
If to Frank Drohan: With a Copy To:
Frank Drohan Kramer, Levin, Naftalis &
Frankel
c/o Ty-Breakers (NY) Corp. 919 Third Avenue
50 South Buckhout Street New York, New York 10022
Irvington-on-Hudson, NY 10533 Attn: Davis S. Frankel, Esq.
Fax: (914) 591-1997 Fax: (212) 715-8000
Conf: (914) 591-1997 Conf: (212) 715-9191
If to Old Dominion Growth
Fund Limited: With a Copy To:
Old Dominion Growth Fund Limited Krieger & Prager, Esqs.
P.O. Box 556 319 Fifth Avenue
Main Street New York, New York 10016
Charleston Attn: Samuel Krieger, Esq.
Isle of Nevis Fax: (212) 213-2077
British West Indies Conf: (212) 689-3322
If to the Escrow Agent:
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
Attn: David S. Frankel, Esq.
Fax: (212) 715-8000
Conf: (212) 715-9100
or to such other address as any party shall designate for himself
or itself by notice to the other parties given in accordance
herewith. Any such notice or other communication shall be deemed
to have been given or made (i) upon delivery, if delivered
personally, (ii) one (1) business day after transmission, if
delivered by facsimile transmission during normal business hours,
(iii) three (3) business days after mailing, if mailed, or (iv) one
(1) business day after delivery to the courier, if delivered by
overnight courier service.
14. Further Assurances. If at any time the Escrow Agent shall
consider or be advised that any further agreements, assurances or
other
documents are reasonably necessary or desirable to carry out the
provisions hereof and the transactions contemplated hereby, the
Parties
shall execute and deliver any and all such agreements or other
documents, and do all things necessary or appropriate to carry out
fully the provisions hereof.
15. Escrow Agent as Counsel. Old Dominion hereby acknowledges
that
the firm of Kramer, Levin, Naftalis & Frankel, the Escrow Agent
hereunder, has acted as counsel to Drohan in connection with this
Agreement and the transactions contemplated hereby and expressly
consents to such representation.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be duly executed as of the day and year first above
written.
OLD DOMINION GROWTH FUND LIMITED
By: ________________________
Authorized Signature
FRANK J. DROHAN
____________________________
KRAMER, LEVIN, NAFTALIS &
FRANKEL, as ESCROW AGENT:
____________________________
EMPLOYMENT AGREEMENT
dated as of January 2, 1997 by and between
Alfa Acquisition Corp.
a New York corporation, with its address at
50 South Buckhout Street
Irvington-On-Hudson
New York 10533 (the "Company")
and Frank J. Drohan (the "Employee")
(the "Agreement")
RECITALS:
A. The Company desires to secure the services of Employee,
and Employee desires to furnish services to the Company,
on the terms and conditions set forth in this Agreement.
B. Subject to the terms and conditions of that certain
merger agreement of even date with this Agreement among
Alfa International Corp, a publicly traded New Jersey
corporation ("Alfa"), Ty-Breakers (NY) Corp., a New York
corporation ("TYBR"), and the Company which is a wholly
owned subsidiary of Alfa; TYBR intends to merge with and
into the Company (the "Merger"). As soon as practicable
after the consummation of the Merger, Alfa intends to
make an offering of up to $1,000,000 of its securities
(the "Offering") to non U.S. residents. Notwithstanding
anything to the contrary contained elsewhere in this
Agreement, Employee and the Company agree that the
conditions precedent to all of the Company's obligations
under this Agreement are (i) the receipt by Alfa of gross
proceeds of at least $500,000 from the Offering, and (ii)
the advance by Alfa to the Company of an aggregate of
$500,000. The day that the Company receives all or the
final installment of such $500,000 from Alfa is
hereinafter defined as the "Receipt Date". Until the
Receipt Date, neither Employee nor the Company shall have
any obligations under this Agreement.
AGREEMENT:
In consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt
and sufficiency of which the parties acknowledge, the parties agree
as follows:
1. Employment Term. Subject to the satisfaction of the
conditions precedent required by Recital B hereof, the Company
agrees to employ Employee, and Employee agrees to enter the
Company's employment, for a period of five years commencing on the
first business day subsequent to the Receipt Date (the "Employment
Term"). Employee may terminate this Agreement at any time after two
years after the first day of the Employment Term by giving the
Company at least thirty days prior written notice.
2. Office and Duties. During the Employment Term, the Company
shall employ Employee and Employee shall serve as the Company's
President and Chief Executive Officer. In such capacity, Employee
shall exercise all rights and powers of those offices as set forth
in the Company's Articles of Incorporation and Bylaws. Employee
also shall perform such other duties and exercise such powers as
the Company's Board of Directors may reasonably require.
3. Extent of Service and Other Business Activities. Employee
agrees that he shall devote a majority of his business time and
attention to the Company's business and affairs. Nothing in this
Agreement shall prevent Employee from directly or indirectly,
engaging, participating, or investing in, or consulting or offering
other services in connection with, or being employed by, any other
business enterprise. During the Employment Term, Employee shall not
directly or indirectly engage, participate, or invest in, or
consult or offer other services in connection with, any business
enterprise that competes with the Company's business.
4. Compensation.
4.1 Salary. In consideration of the services to be
rendered by Employee, the Company agrees to pay Employee, and
Employee agrees to accept, an annual salary of $100,000 during each
year of the Employment Term. On each anniversary of the first day
of the Employment Term, the Company shall increase the salary that
the Company must pay Employee during the year following such
anniversary by multiplying $100,000 by the following fraction: The
fraction's denominator shall be the "consumer price index" in
effect on the first day of the Employment Term and the fraction's
numerator shall be the "consumer price index" in effect on the
anniversary date on which Employee's salary is recomputed. For
purposes of this paragraph 4.1, the "consumer price index" shall
mean the "consumer price index" for all urban consumers--U.S. city
average (all items; 1967 = 100 base) as published by the United
States Bureau of Labor Statistics (or any successor agency) or any
other index that the Bureau of Labor Statistics may employ in lieu
of the "consumer price index". In no year shall the Company
decrease Employee's salary prevailing at the end of the preceding
year. The Company shall pay Employee's salary in accordance with
the Company's regular payroll practices.
4.2 Bonus. For each of the Company's fiscal years that
fall, in whole or in part, within the Employment Term, the Company
shall pay Employee a bonus equal to ten percent of the Company's
consolidated net income before taxes (i.e. including net income of
any subsidiary companies, if any, which the Company may acquire at
any time) in such fiscal year, as determined in accordance with
generally accepted accounting principles. The Company shall pay
each bonus within ninety days after its fiscal year ends. If the
Employment Term begins on a day other than the first day of the
Company's fiscal year, the bonus for fiscal years ending
immediately after the beginning and the end of the Employment Term
shall be prorated.
4.3 Stock Options. Subject to the satisfaction of the
conditions precedent required by Recital B hereof, Employee shall,
in accordance with the terms and conditions of the "Alfa
International Corp. 1987 Stock Option Plan (the "Plan"), have the
option to purchase up to 50,000 shares of Alfa's $0.01 par value
common stock (the "Alfa Common Stock") during each year of the
Employment Term, at an exercise price equal to $1.00. Employee's
right to purchase the aforesaid Alfa Common Stock shall be governed
by the terms and conditions of the Plan, all of which are
incorporated herein by reference.
5. Employee Benefits.
5.1 Insurance. During the Employment Term, the
Company shall, in accordance with then prevailing Company policy,
provide Employee with health and life insurance coverage under its
group policies, if and when such group policies come into effect.
In addition the Company shall pay the premiums on Employee's
Disability Insurance policy (currently approximately $2,962
annually) and on the Employee's Life Insurance policies (currently
approximately $10,700 annually).
5.2 Other Benefits. The Company shall provide
Employee with any pension plan that the Company offers any of its
executives at any time during the Employment Term. The Company
shall offer such pension plan to Employee on the most favorable
terms and under the most favorable conditions as such plan is
offered to any other Company executive.
5.3 Deferred Compensation. Subject to the approval of
Alfa's Board of Directors, Employee may, if offered to him by the
Company and at his option, enter into a "Deferred Compensation
Plan" with the Company whereby Employee may defer some portion of
his compensation. The terms and conditions of any such Deferred
Compensation Plan, if any, will control the rights and obligations
of the parties thereto and will be determined by and approved by
the Board of Directors of Alfa.
6. Expenses. The Company agrees to pay, or reimburse
Employee for, all travel, entertainment and other business expenses
incurred or expended by Employee in performing his duties and
responsibilities on behalf of the Company under this Agreement.
Employee agrees to provide proof of the expenses for which he seeks
reimbursement in accordance with the Company's present expense
reporting policies.
7. Vacations. Employee shall be entitled to and shall accrue
vacation time at the rate of four weeks per year of the Employment
Term. Employee's vacation time shall accumulate from year to year.
8. Payments on Death. In the event of Employee's death
during the Employment Term and in addition to any payments to
Employee's beneficiary or estate made with respect to any insurance
contracts entered under the terms of this Agreement, the Company
shall, irrespective of the expiration date of this Agreement, pay
the personal representative of Employee's estate, the salary and
bonus provided for in Paragraphs 4.1 and 4.2 through the end of the
sixth month after the month in which Employee's death occurs.
9. Termination of Employment. The Company may terminate
Employee's employment for cause upon thirty days written notice
only if (i) Employee is convicted, by a court of competent and
final jurisdiction, of any crime which constitutes a felony in the
jurisdiction involved, (ii) Employee commits any material act of
fraud against or materially breaches a fiduciary obligation to the
Company, or (iii) Employee fails or refuses in any material respect
to perform his material duties under this Agreement. If, for any
reason, the Company terminates Employee's employment without cause,
Employee shall be entitled to receive the salary provided for in
paragraph 4.1, the bonus described in paragraph 4.2, the stock
options described in paragraph 4.3, and the benefits (to the full
extent not disallowed by the terms of their contracts) described
in paragraph 5 until the end of the Employment Term.
10. Miscellaneous.
10.1 Assignment. This Agreement shall inure to the
benefit of and shall be binding upon the heirs and personal
representative of Employee and shall inure to the benefit of and
be binding upon the Company and its successors and assigns.
However, neither party may assign, transfer, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any of its
or his rights hereunder without the prior written consent of the
other party, and any such attempt to assign, transfer, pledge,
encumber or hypothecate without such consent shall be null and
void.
10.2 Governing Law. This Agreement is executed and
delivered in New York. The laws of the state of New York shall
govern its validity, interpretation and enforcement.
10.3 Attorney's Fees. If a dispute arises from this
Agreement, the prevailing party shall be entitled to collect its
reasonable costs and expenses, including reasonable attorneys'
fees, from the losing party.
10.4 Complete Agreement. This Agreement supersedes any
and all prior agreements and understandings between the parties
with respect to the Company's employment of Employee and
constitutes the complete understanding between the parties with
respect to the Company's employment of Employee. No statement,
representation, warranty or covenant made by either party with
respect to Employee's employment will be binding unless expressly
set forth in this Agreement. This Agreement may not be altered,
modified or amended except by written instrument signed by each of
the parties. Recital A and Recital B set forth in the beginning of
this Agreement are incorporated herein as if set forth in the body
of this Agreement.
10.5 Counterparts. The parties may execute this
Agreement in counterparts, each of which shall constitute an
original, but all of which together shall constitute one and the
same instrument.
10.6 Headings. The paragraph headings of this Agreement
are for convenience of reference only and shall not expand, modify,
limit or define the text of this Agreement.
10.7 Notices. Any notice or other communication required
or made under this Agreement shall be in writing and shall be
delivered personally, telegraphed, or sent by registered, certified
or express mail, postage prepaid, and shall be deemed given when
so delivered personally, telegraphed, or, if mailed, two days after
the date of mailing, to the recipient at the following address (or
to such other address as the recipient may designate by giving
written notice):
To Employee: Frank J. Drohan
119 Hartsdale Avenue
Hartsdale, New York 10530
To the Company: Alfa Acquisition Corp.
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
ATT: President
10.8 Severability. In the event that any one or more of
the provisions of this Agreement shall be deemed to be invalid,
illegal or unenforceable in any respect, in whole or in part, the
validity, legality and enforceability of the remainder of the
provisions of this Agreement shall not in any way be affected.
10.9 Waivers. A written waiver, or successive written
waivers, by either party of any breach or default by the other
party of any of the terms and provisions of this Agreement, shall
not operate as a waiver, or custom of waiver, of any other breach
or default, whether similar to or different from the breach or
default waived. No waiver shall be effective unless in writing and
signed by the party to be charged.
10.10 Termination of Agreement. Notwithstanding
anything to the contrary contained elsewhere in this Agreement, if
the Receipt Date shall not have occurred on or before February 28,
1997, then this Agreement and all obligations of the parties to
each other hereunder shall automatically terminate on March 1,
1997.
Alfa Acquisition Corp., Employee
a New York corporation
By ________________________ By ________________________
Charles P. Kuczynski Frank J. Drohan
Vice-President &
Secretary
As to Paragraphs 4.3 and 5.3 only,
Alfa International Corp.,
a New Jersey corporation
By _________________________
Charles P. Kuczynski
Vice-President &
Secretary
