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EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT effective as of the 1st day
of January 1, 2009 by and between Standex International
Corporation, a Delaware corporation with executive offices located
at 6 Manor Parkway, Salem, New Hampshire 03079 (the "Employer") and
Deborah A. Rosen, an individual residing at 11 Major Hale Drive,
Framingham, Massachusetts 01701(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 Vice President/Chief Legal Officer and Secretary
of the Employer subject to the direction and control of the
President/Chief Executive Officer of Employer, for an initial term
commencing as of the date of this Agreement, and ending on December
31, 2009 (the "Initial Term"). Thereafter the Agreement shall
automatically renew for successive one (1) year terms commencing on
January 1st of each year and ending on December 31st 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 her/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 her best efforts,
time and attention to the business of Employer in the performance
of such executive, managerial and supervisory duties contemplated
by 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 Employer at the time
of such termination. The Employee shall not during the term
of this non-competition provision contact any employees of the
Employer for the purpose of inducing or otherwise encouraging said
employees 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 the 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 her services during the
period of her employment hereunder at a minimum base salary of Two
Hundred Ninety-Two Thousand Seven Hundred Fifty and 00/100 Dollars
($292,750) 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, the Standex Retirement Savings Plan and in such
other incentive, welfare, retirement benefit and deferred
compensation plans as are made available from time to time to
senior management employees of the Employer.
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 her 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 she 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 her full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.
(c)
Material Breach: In the event of the
commission 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 ten (10) days written notice.
Employer may remove Employee from all duties and authority
commencing on the first day of any such notice period, provided
however, that payment of compensation and participation in all
benefits shall continue through the last day of such not
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