This Employment Agreement involves
Title: EMPLOYMENT AGREEMENT
Governing Law: New Hampshire Date: 8/25/2016
Industry: Misc. Capital Goods Sector: Capital Goods
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of the 26th day of January, 2015 (the "Effective Date") by and between Standex International Corporation, a Delaware corporation with executive offices located at 11 Keewaydin Drive, Salem, New Hampshire 03079 (the "Employer") and, Anne De Greef-Safft, an individual residing at 488 Bushy Hill Road, Simsbury Connecticut 06070, (the "Employee").
Employer hereby agrees to employ Employee, and Employee hereby agrees to serve Employer on a full-time basis as President, Food Service Equipment Group (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, through June 30, 2015 (the "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.
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 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.
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, and to the performance of such executive, managerial and supervisory duties as may be required of her during the term of this Agreement.
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), on a worldwide basis, 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 (i) 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 or (ii) contact any customers or former customers of the Food Service Group, in any manner, for the purpose of soliciting or accepting any competing business or request, induce or advise any customers of the Food Service Equipment Group to withdraw, curtail or cancel their respective business with the Food Service Equipment Group.
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.
Compensation; Fringe Benefits.
Base Compensation. Employer agrees to compensate the Employee for her services during the period of her employment hereunder at a minimum base salary of Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum, payable semimonthly. 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.
Initial Stock Grant. On the Effective Date, the Employer will grant Employee a stock award under its Long Term Incentive Plan having a value equal to 100% of the Employee's initial annualized base salary of $375,000. The value of the stock granted will be the closing price of the Common Stock of Standex International Corporation on the Effective Date and will vest in three equal installments on January 26, 2016, January 26, 2017 and January 26, 2018. The award and payouts made will be governed by the terms of the Long Term Incentive Plan of the Employer.
Annual Incentive. Employee shall receive an annual incentive bonus opportunity payable each September after the close of the fiscal year, at a target of 55% of base compensation and variable from 0% to 200% of target based on the achievement of certain financial metrics set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year 2015 only, Employer agrees to pay no less than the Employee's target bonus pro-rated from her start date.
Other Benefit Plans and Programs. Employee shall also be entitled to participate in the Standex Long Term Incentive Program, the Standex Management Stock Purchase Program, and such other incentive, welfare and defined contribution retirement benefit plans as are made available, from time to time to senior divisional management employees of the Employer. Employee shall be entitled to use of 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.
Relocation. During the period commencing on the Effective Date and continuing for three years up to and through January 26, 2018, the Employer will not require the Employee to relocate her residence.
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:
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.
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.
Material Breach: 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 10 days written notice. Employer may remove Employee 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:
an act or ac