EMPLOYMENT
AGREEMENT
THIS IS AN AGREEMENT made and entered
into as of the 29th day of August 2005 by and between Standex
International Corporation, a Delaware corporation with executive
offices located at 6 Manor Parkway, Salem, New Hampshire 03079 (the
“Employer”) and Duane Stockburger, an individual
residing at 937 Debeau, Tupelo, Mississippi 38804 (the
“Employee”).
WHEREAS , the parties entered into an Employment Agreement on
or about January 1, 2003 which expired on June 30, 2005 (the
“Prior Agreement”); and
WHEREAS the parties desire to continue the employment
services of the Employee on substantially the same terms and
conditions as the Prior Agreement;
NOW THEREFORE , in consideration of the mutual covenants,
conditions and agreements contained herein, the parties hereto
intending to be legally bound, hereby agree as follows:
1.
Employment; Term.
Employer hereby agrees to
memorialize the employment of the Employee, and Employee hereby
agrees to serve Employer on a full-time basis as Group Vice
President of the Standex Food Service Group, an unincorporated
group of divisions of Employer subject to the direction and control
of the executive management of the Employer, for a contract term
commencing as of August 29, 2005 and terminating as of the
close of business on December 31, 2006 unless otherwise terminated
pursuant to Section 5 of this Agreement.
2.
Best Efforts.
Employee agrees, as long as this
Agreement is in effect, to continue 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.
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 Standex Food Service
Group of divisions, subsidiaries or affiliates of the Employer (the
“Food Service
1
Group”) at the time of such
termination. The Employee shall not during the term of this
non-competition provision contact any employees of the Food Service
Group 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.
4.
Compensation; Fringe
Benefits. Employer
agrees to compensate the Employee for his services during the
period of his employment hereunder at a minimum base salary of Two
Hundred Seventy Thousand Dollars ($270,000) 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.
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 and retirement benefit plans as
are made available, from time to time to Senior Executives of the
Employer.
5.
Termination.
This Agreement shall terminate upon
the following events:
(a)
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.
(b)
Disability: In the event that Employee becomes
substantially disabled dur
