|
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT made and entered into as of the 11
th day of December, 2006 by and between Standex
International Corporation, a Delaware corporation with executive
offices located at 6 Manor Parkway, Salem, New Hampshire 03079 (the
"Employer") and, John Abbott, an individual residing at 3655 Weston
Lane, Plymouth, Minnesota 55446, (the "Employee").
1.
Employment; Term.
(a)
Employer hereby agrees to employ Employee, and Employee hereby
agrees to serve Employer on a full-time basis as Group Vice
President (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, for an initial term of six
months twenty days commencing as of December 11, 2006, and ending
on June 30, 2007 (the "Initial 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.
(b)
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 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.
2.
Best Efforts. Employee agrees, as long as this
Agreement is in effect, to devote his same 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 him during the term of 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
Group") at the time of such termination. The Employee shall
not during the term of this non-competition provision 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.
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 Three Hundred
Fifteen Thousand Dollars ($315,000) 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,
and such other incentive, welfare and retirement benefit plans as
are made available, from time to time to senior divisional
management employees of the Employer, including those described in
a letter to the Employee, dated November 27, 2006, offering
employment. Additionally, Employee will receive a one time,
guaranteed annual bonus for the fiscal year ending June 30, 2007 in
the amount equal to One Hundred Thousand Dollars ($100,000),
payable in September, 2007. Employer shall establish target
annual incentive goals for Employee in connection with the Standex
Annual Incentive Program for each subsequent fiscal year after the
Initial Term.
5.
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:
(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 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
benefits during any period of illness or other disability,
regardless of duration.
(c)
Material Breach: The commission by Employee 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 suc
|
