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 4th day of April, 2016 (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 Alan Glass, an individual residing at 118 Allerton Road Newton, MA 02461 (the "Employee").
Employer hereby agrees to employ Employee, and Employee hereby agrees to serve Employer on a full-time basis as Vice President, Chief Legal Officer 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 1s t 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 best efforts and time and attention to the business of Employer and to the performance of his executive, managerial and supervisory duties.
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 Twenty-Five Thousand Dollars ($325,000) 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.
Signing Bonus. Within thirty (30) days of the Effective Date, Employee will receive a one-time cash payment of Twenty Thousand Dollars ($20,000) (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 twelve-month anniversary of the Effective Date, the Employee agrees to repay the Signing Bonus in full to 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 50% 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, (July 1, 2015 through June 30, 2016) the Employee shall receive an annual incentive of no less than the pro-rated 100% target, based on results achieved, which will be pro-rated to the Effective Date.
Sign on Equity. Employee will be eligible for a one-time equity grant equal to $75,000. This grant will consist of restricted stock units with three year cliff vesting. The grant will be based on the closing share price of the common stock of the Employer as reported by the New York Stock Exchange on the Effective Date and be subject to the plan rules established by the Compensation Committee of the Board of Directors of the Employer.
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 75% 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 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.
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 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 benefi