This Employment Agreement involves
Title: EMPLOYMENT AGREEMENT
Governing Law: New Hampshire Date: 8/25/2016
Industry: Misc. Capital Goods Sector: Capital Goods
THIS IS AN AGREEMENT made and entered into as of the 27th day of July, 2015 (the "Effective Date") by and between Standex International Corporation, a Delaware corporation with executive offices located at 11 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079 (the "Employer") and Paul C. Burns, an individual residing at 1040 Harvard Rd., Grosse Pointe, Michigan 48230 (the "Employee").
E mployment; Term.
Employer hereby agrees to employ Employee, and Employee hereby agrees to serve Employer on a full-time basis as Vice President, Strategy and Business Development of the Employer, subject to the direction and control of the Chief Executive Officer of the Employer, through June 30, 2016 (the "Initial Term"). Thereafter the Agreement shall automatically renew for successive one (1) year terms commencing on July 1 st of each year and end 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 advanced, 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.
Best Efforts. Employee 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, and to the performance of such executive, managerial and supervisory duties of a similar nature to those performed for Employer during the period of service preceding 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), within the United States, directly or indirectly, control, manage, operate, joint 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 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 his services during the period of his employment hereunder at a minimum base salary of Three Hundred Thousand Dollars ($300,000) 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.
Signing Bonus. Within thirty (30) of the Effective Date, Employee will receive a one-time cash payment of One Hundred Thousand Dollars ($100,000) (the "Signing Bonus") which shall be subject to payroll taxes and withholding. If Employee voluntarily terminates his employment or is terminated for cause in accordance with Section 5(c) with the Employer prior to his nine-month anniversary of the Effective Date, the Employee agrees to repay the Signing Bonus in full to the Employer.
Initial Stock Grant. On the Effective Date, the Employer will grant Employee a stock award under its Long Term Incentive Plan for 6,021 shares of Common Stock of Standex International Corporation (closing share price of Standex Common Stock on the Effective Date being $74.74) which will vest in four installments of stock in accordance with the following vesting schedule: 2,007 shares on the first anniversary date of the Effective Date; 2,007 shares on the second anniversary date of the Effective Date; 1,338 shares on the third anniversary date of the Effective Date; and 669 shares on the fourth anniversary date of the Effective Date, provided Employee remains employed at the time of each respective vesting. The award and payouts made will be governed by the terms of the Long Term Incentive Plan of the Employer.
Annual Incentive Compensation. 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 a combination of the achievement of certain financial metrics and individual performance against individual strategic goals set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year 2016, Employer agrees that the Employee's annual incentive paid, based on results achieved, will not be pro-rated to the Effective Date.
Long Term Incentive Compensation. Employee shall receive a long term incentive opportunity pursuant to the terms of the Long Term Incentive Plan of the Employer at a target of 55% of base compensation consisting of grants of time based restricted stock units and performance based restricted stock units. Actual stock earned is variable from 0% to 200% of target based on achievement of certain metrics established by the Compensation Committee of the Board of Directors of the Employer.
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, the Standex Retirement Savings Plan 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.
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 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.
Disability: In the event that Employee