EMPLOYMENT
AGREEMENT
THIS IS AN AGREEMENT made and entered
into as of the 11 th day of December, 2006 by and
between Standex International Corporation, a Delaware corporation
with executive offices located at 6 Manor Parkway, Salem, New
Hampshire 03079 (the “Employer”) and, John Abbott, an
individual residing at 3655 Weston Lane, Plymouth, Minnesota 55446,
(the “Employee”).
1.
Employment; Term.
(a)
Employer hereby agrees to employ
Employee, and Employee hereby agrees to serve Employer on a
full-time basis as Group Vice President (or such other designated
title as may be assigned from time to time by the Employer) of the
Standex Food Service Group, a group of subsidiaries and
unincorporated divisions of Employer, subject to the direction and
control of the President/Chief Executive Officer of the Employer,
for an initial term of six months twenty days commencing as of
December 11, 2006, and ending on June 30, 2007 (the “Initial
Term”). Thereafter the Agreement shall automatically
renew for successive one (1) year terms commencing on July 1
st of each year and ending on June 30 th of
the next succeeding year (the “Renewal Term”) unless
otherwise terminated pursuant to Section 1(b) of this
Agreement.
(b)
Subject to the provisions for termination
otherwise included in Section 5 herein, either the Employer or the
Employee shall have the right to terminate this Agreement by giving
the other party thirty (30) days advance written notice (the
“Notice Period”), at any time during the Initial Term
or any Renewal Term, stating his/its intention to terminate the
Agreement. Such termination will be effective at the end of
the Notice Period. In the event of notice of termination by
the Employer, the provisions of Section 6 shall apply.
2.
Best Efforts.
Employee agrees, as long as this
Agreement is in effect, to devote his same best efforts, time and
attention to the business of Employer, and to the performance of
such executive, managerial and supervisory duties as may be
required of him during the term of this Agreement.
3.
Non-Compete.
Except as set forth in the third
paragraph of this Section 3, Employee shall not, while this
Agreement is in effect, engage in, or be interested in, in an
active capacity, any business other than that of the Employer or
any affiliate, associate or subsidiary corporation of Employer.
It is the express intent of the Employer and Employee that:
(i) the covenants and affirmative obligations of 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 3, Employee shall not, for a period
of one (1) year after termination of employment (whether such
termination is by reason of the expiration of this Agreement or for
any other reason), within the United States, directly or
indirectly, control, manage, operate, join or participate in the
control, management or operation of any business which directly or
indirectly competes with any business of the Standex Food Service
Group of divisions, subsidiaries or affiliates of the Employer (the
“Food Service Group”) at the time of such termination.
The Employee shall not during the term of this
non-competition provision contact any employee of the Food Service
Group for the purpose of inducing or otherwise encouraging said
employee to leave their employment with the Employer.
No provision contained in this section
shall restrict Employee from making investments in other ventures
which are not competitive with Employer, or restrict Employee from
engaging, during non-business hours, in any other such
non-competitive business or restrict Employee from owning less than
five (5) percent 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.
4.
Compensation; Fringe
Benefits. Employer
agrees to compensate the Employee for his services during the
period of his employment hereunder at a minimum base salary of
Three Hundred Fifteen Thousand Dollars ($315,000) per annum,
payable semi-monthly. Employee shall be entitled to receive
such increases in this minimum base salary, as the Compensation
Committee of the Board of Directors of Employer shall, in their
sole discretion determine.
Employee shall also be entitled to
participate in the Standex Long Term Incentive Program, the Standex
Annual Incentive Program, and such other incentive, welfare and
retirement benefit plans as are made available, from time to time
to senior divisional management employees of the Employer,
including those described in a letter to the Employee, dated
November 27, 2006, offering employment. Additionally,
Employee will receive a one time, guaranteed annual bonus for the
fiscal year ending June 30, 2007 in the amount equal to One Hundred
Thousand Dollars ($100,000), payable in September, 2007.
Employer shall establish target annual incentive goals for
Employee in connection with the Standex Annual Incentive Program
for each subsequent fiscal year after the Initial Term.
5.
Termination.
In addition to the provisions
concerning notice of termination in the second paragraph of Section
1, this Agreement shall terminate upon the following
events:
(a)
Death: Employee’s employment shall terminate
upon his death, and all liability of Employer shall thereupon cease
except for compensation for past services remaining unpaid and for
any benefits due to Employee’s estate or others under the
terms of any benefit plan of Employer then in effect in which
Employee participated.
(b)
Disability: In the event that Employee becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable to perform
the services as contemplated herein, then Employer, at its option,
may terminate Employee’s employment upon written notification
to Employee. Until such termination option is exercised,
Employee will continue to receive his full salary and fringe
benefits during any period of illness or other disability,
regardless of duration.
(c)
Material Breach:
The commission by Employee of any
material breach of the terms of this Agreement by the Employee or
Employer, the non-breaching party may cause this Agreement to be
terminated on 10 days written notice. Employer may remove
Employee from all duties and authority commenc
