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EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
is made and entered into as of this 15th day of December, 2008 by
and between STANDEX INTERNATIONAL CORPORATION, a Delaware
corporation with its executive offices in Salem, New Hampshire
(hereinafter referred to as the "Employer"), and
ROGER L. FIX
of CityWindham, StateplaceNew Hampshire
(hereinafter referred to as the ‘Executive’).
WHEREAS, Executive has heretofore been
and is now employed by Employer serving as President/CEO of
Employer pursuant to an Employment Agreement dated April 1, 2003
(the "Employment Agreement"); and
WHEREAS, certain provisions of Federal
law require that the Agreement be amended to conform to the
requirements of said provisions;
NOW, THEREFORE in consideration of the
mutual covenants and agreements of the parties herein contained and
for other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties as
follows:
1.
Amended Employment Agreement .
Employer and Employee agree that this Amended and Restated
Employment Agreement (the "Agreement") shall replace and supersede
the Employment Agreement and shall be controlling with respect to
all terms and conditions of the employment relationship between the
Employer and the Executive.
Employer hereby agrees to continue to employ
Executive on a full-time basis and Executive agrees to serve
Employer on a full-time basis as President/Chief Executive Officer
of the Employer , subject to the direction and control of the Board
of Directors of Employer, said employment being upon the terms and
conditions herein set forth.
2.
Term . The term (the "Term")
of this Agreement shall continue from the date on which the
Agreement is executed through midnight on December 31, 2012, unless
otherwise terminated in accordance with the provisions of Sections
6 or 15. Unless terminated, this Agreement shall
automatically renew for additional terms of three years (each such
term shall be referred to as a "Renewal Term"). In addition
to the right to terminate set forth in Sections 6 and 15, either
the Employer or the Executive shall have the right to terminate
this Agreement at any time during or at the end of the Term or any
Renewal Term by giving the other party thirty (30) days’
advance written notice (the "Notice Period") at any time stating
his/its intention to terminate the Agreement. Such
termination will be effective at the end of the Notice Period.
.
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.
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 he
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 he 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 alter 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
tile ownership, control, management or operation of any business
which competes with any present or future business of Employer at
the time of such termination. In addition, the Executive
covenants and agrees that he will not, after termination of
employment with the Employer, directly or indirectly solicit for
employment or retain or hire any employees of the Employer.
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 Executive’s annual base
salary as of the date 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, the Standex
Deferred Compensation Plan, and in such other benefit plans and
programs as are made available from time to time to senior
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 disabled during the term of this Agreement
for a period of at least six (6) consecutive months, as the
term "disabled" is defined in any applicable long-term disability
plan or arrangement sponsored by the Employer and covering the
Employee, and provided that such definition meets the requirements
of Section 409A of the Code (and further provided that if the
Executive is not covered by any disability plan or arrangement or
if the definition of "disabled" in such plan or arrangement does
not comply with the definition set forth under Section 409A, then
"disabled" shall mean, as determined by the Board of Directors,
(i) the inability, by reason of any medically determinable
physical or mental impairment, to engage in any substantial,
gainful activity and such inability can be expected to last for a
continuous period of at lease twelve (12) months, or (ii) any
medically determinable physical or mental impairment which can be
expected to last for a continuous period of at least twelve (12)
months, and the Executive has been receiving income replacement
benefits for a period of not less than three (3) months under an
Employer provided health and accident plan), 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 10 days 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. 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 die 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, arising from a "bona fide" claim, as
determined under Section 409A of the Code, 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. Any invoice for the reimbursement of
legal expenses must be submitted to the Employer at least fifteen
(15) days before the end of the calendar year next following the
calendar year in which such fees and expenses were incurred.
The amount of such benefits provided during one calendar year
shall not affect the amount of such benefits provided in any other
taxable year. To the extent that any such benefits consist of
reimbursement of eligible expenses, such reimbursement must be made
on or before the last day of the calendar year following the
calendar year in which the expense was incurred. No such
benefit may be liquidated or exchanged for another benefit.
7.
Severance . In
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