Exhibit 10.2
RESTATED AND AMENDED EMPLOYMENT AGREEMENT
BETWEEN
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND
▇▇▇▇▇▇▇ & ▇▇▇▇▇, INCORPORATED
1. Employment........................................................ 1
2. Term.............................................................. 2
2.1 Term......................................................... 2
2.2 Early Termination............................................ 2
3. Duties and Authority.............................................. 2
4. Compensation...................................................... 3
4.1 Base Salary.................................................. 3
4.2 Annual Cash Bonus............................................ 3
4.3 Option Grants................................................ 4
4.4 Vacations; Other Benefits.................................... 4
5. Expenses.......................................................... 5
6. Pension........................................................... 5
6.1 Obligation to Make Pension Payments.......................... 5
6.2 Commencement and Duration of Pension Payments................ 5
6.3 Amount of Annual Pension Payments............................ 5
6.4 Insurance During Retirement or Disability.................... 6
6.5 Conversion of Pension Payments into Options.................. 7
7. Disability........................................................ 8
7.1 Definition of "Total Disability.............................. 8
7.2 Offset Payments.............................................. 8
8. Executive's Option to Terminate Agreement......................... 8
9. Consulting Agreement.............................................. 9
10. Termination by the Company........................................ 10
10.1 Termination For Cause....................................... 10
10.2 Termination Without Cause................................... 10
11. Confidential Information.......................................... 11
12. Nonassignability.................................................. 11
13. Miscellaneous..................................................... 11
13.1 Waivers..................................................... 11
13.2 Notices..................................................... 11
13.3 Survival of Provisions...................................... 12
13.4 Restatement................................................. 12
13.5 Split Dollar Life Insurance................................. 12
RESTATED AND AMENDED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Restated Agreement")
is made as of March 1, 1999 by ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated, a Missouri
corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive").
RECITALS
--------
A. This Restated Agreement amends and restates in its entirety the Employment
Agreement between the Company and the Executive dated May 1, 1981, as
previously amended, supplemented or clarified (the "Employment Agreement").
B. This Restated Agreement eliminates certain provisions of the Employment
Agreement which have become inapplicable due to the passage of time, and
integrates the Employment Agreement and all prior supplements or amendments
into a single comprehensive document.
C. The Company desires that the Executive remain in the employment of the
Company. Accordingly, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of the Company (the "Board") has
recommended the execution of this Restated Agreement and the Board has
authorized the execution of the same.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the Company and the
Executive do restate and agree as follows:
1. Employment
----------
The Company hereby reaffirms its employment of the Executive as its
President and Chief Operating Officer, and the Executive hereby confirms his
employment in that capacity. Beginning on May 13, 1999, the Executive will, if
so elected by the Board, become the Chief Executive Officer of the Company, Vice
Chairman of the Board, and Vice Chairman of the Executive Committee. The
Executive will no longer be the Chief Operating Officer after May 13, 1999, but
shall continue to act as President of the Company until such time as the Board
appoints a new President.
The Executive's employment under this Restated Agreement is subject to the
terms and conditions set out below and will be carried out in Carthage,
Missouri, at the Company's principal executive offices. However, the Executive
acknowledges that the nature of his employment may require reasonable domestic
and international travel from time to time.
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2. Term
----
2.1 Term
----
The term of this Restated Agreement commenced on May 1, 1981 and shall
end on October 1, 2002, unless terminated earlier in accordance with the
provisions of this Restated Agreement. Upon mutual agreement between the
Executive and the Company, the term of this Agreement may be extended for up to
two additional one-year periods.
2.2 Early Termination
-----------------
The term of this Restated Agreement may be terminated prior to
expiration by reason of any of the following:
(a) by the Executive (but not the Company) upon six (6) months prior
written notice;
(b) in accordance with the Severance Benefit Agreement between the
Company and the Executive dated as of May 9, 1984, as amended
from time to time (the "Severance Benefit Agreement"), a copy of
which is attached as Exhibit A for information purposes only;
(c) by the Executive's death;
(d) in accordance with Section 7 hereof, upon the Executive's Total
Disability (as hereinafter defined);
(e) by the Executive pursuant to Section 8 hereof;
(f) by the Company pursuant to Section 10 hereof; or
(g) for other causes as provided elsewhere in this Restated
Agreement.
3. Duties and Authority
--------------------
The Executive shall devote his full business time to the affairs of the
Company. However, this shall not be deemed to prevent the Executive from
devoting such time (which shall not be substantial in the aggregate) to personal
business interests that do not unreasonably interfere with the performance of
the Executive's duties hereunder.
The Executive shall use his best efforts, skills and abilities to promote
the Company's interests. The Executive shall serve as director (if so elected by
the shareholders of the Company) and shall perform such duties at the
Presidential level or above as may be assigned to him by the Board.
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The direction and control exercised by the Board over the Executive shall
be such as is customarily exercised by a board of directors over a vice chairman
of the board and chief executive officer.
4. Compensation
------------
4.1 Base Salary
-----------
The Executive shall be paid a base salary at an annual rate of
$660,000. Beginning on or about April 1, 2000 and April 1 of each successive
year during the term of Executive's active performance of duties as Chief
Executive Officer of the Company hereunder, the Compensation Committee of the
Board shall appraise the Executive's performance during the previous calendar
year, taking into account such factors as it deems appropriate. As a result of
such appraisal, the then annual base salary of the Executive may be increased
(but shall not be decreased) by such amount as the Compensation Committee
determines is fair, just and equitable; provided, however, the percentage
increase in the Executive's base salary shall always be at least equal to the
then latest percentage increase over the previous year in the aggregate annual
base salaries of the Company's five highest paid executive officers other than
the Executive. In computing this percentage increase, the Compensation Committee
shall disregard that part of any base salary increase attributable in the
Committee's reasonable judgment to additional responsibilities assumed or to be
assumed by any of such five highest paid executive officers. Further, in
computing the percentage increase, the Compensation Committee shall make
equitable adjustments in its computations so that the Executive will not be
prejudiced by any reduction in the responsibilities of any of such five highest
paid executive officers implemented during the immediately preceding year or to
be implemented in the immediately following year.
The Executive's base salary shall be paid in equal bi-weekly
installments.
All salary increases under this section will be made as of the
beginning of the first payroll period in which the Company's other salaried
employees generally receive merit related annual salary adjustments.
4.2 Annual Cash Bonus
-----------------
For the year l999, and each succeeding year during the term of this
Agreement, the Executive shall be entitled to earn a cash bonus computed in
accordance with the 1999 Key Officers Incentive Plan (the "Incentive Plan"). The
amount of the Executive's bonus shall be determined by applying a bonus formula
approved by the Compensation Committee to a percentage of Executive's annual
salary on December 31 of each year ("target percentage"). The Executive's target
percentage is 60%. The Compensation Committee shall be entitled to amend or
supplement the guidelines from time to time whenever the Committee deems this to
be in the best interests of the shareholders of the Company.
If the Executive's employment under this Restated Agreement is
terminated before December 31 of any year, the Executive shall receive a
prorated bonus for the year of
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termination. This prorated bonus shall bear the same ratio to the actual bonus
the Executive would have earned with respect to the year under the Incentive
Plan as the number of days this Restated Agreement is in force during such year
bears to 365.
4.3 Option Grant.
------------
Prior to May 13, 1999, the Executive shall be granted non-qualified
options to purchase 200,000 shares of the Company's common stock. The options
shall (i) have an exercise price equal to the closing price of the Company's
common stock on the New York Stock Exchange on the option grant date, (ii) vest
and become exercisable over a 5-year period, 20% after the end of each year
after grant, (iii) have a 10-year term and, once the options are vested and
become exercisable, may be exercised during such ten-year period even if the
Executive is no longer employed by the Company, and (iv) shall be subject to
such other terms and conditions as are contained in the Company's standard form
of non-qualified option agreement. If the Executive continues to be employed by
the Company after October 1, 2002, the Compensation Committee will determine
whether Executive will participate in company-wide stock option grants occurring
after such date or otherwise receive additional stock option grants.
4.4 Vacations; Other Benefits
-------------------------
The Executive shall be entitled to a reasonable annual vacation (not
less than an aggregate of four weeks in any calendar year) with full pay,
benefits and allowances.
In addition to the salary, bonus and other payments to be made under
this Restated Agreement, the Executive shall be entitled to participate (to the
extent legally permitted) in any insurance, pension, profit sharing, stock
bonus, stock option, stock purchase or other benefit plan of the Company now
existing or hereafter adopted for the benefit of executive officers of the
Company or the employees of the Company generally.
At the Company's expense, the Company shall provide office space,
secretarial assistance, supplies and equipment fully adequate to enable the
Executive to perform the services contemplated by this Restated Agreement and at
least comparable to that being provided to the Executive on the date hereof.
The Company shall provide the Executive with appropriate perquisites
at least comparable to those provided to the Executive on the date hereof and,
in all events, equal to such perquisites as may be made available from time to
time to the Company's other executive officers.
In addition to the payments provided for in this Section 4 and
elsewhere in this Restated Agreement, the Company may from time to time pay the
Executive as a salary increase, a bonus or otherwise, such additional amounts as
the Compensation Committee of the Board shall, in its discretion, determine.
Except as may be provided otherwise in this Restated Agreement or to
the extent required by law, no benefits referred to in this section or provided
for in other sections of this Restated Agreement shall be reduced by the Company
as to the Executive without first securing his consent.
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5. Expenses
--------
The Company shall pay or reimburse the Executive for all
transportation, hotel, living and related expenses incurred by the Executive on
business trips away from the Company's principal office and for all other
business and entertainment expenses reasonably incurred by him in connection
with the business of the Company and its subsidiaries or affiliates.
6. Pension
-------
6.1 Obligation to Make Pension Payments
-----------------------------------
When Executive's employment is hereafter terminated for any reason
whatsoever, including Total Disability or death, the Company shall make cash
payments to the Executive (herein the "Pension Payments") as provided in this
Section 6.
6.2 Commencement and Duration of Pension Payments
---------------------------------------------
The Pension Payments shall begin on the first day of the first month
immediately following the later of: (i) the Executive's termination of
employment, or (ii) the expiration of the consulting period set out in Section
9. All Pension Payments shall be made in equal monthly installments and once
commenced shall continue during the life of the Executive. If the Executive dies
before Pension Payments begin or within 15 years from the first monthly Pension
Payment, then the monthly Pension Payments shall thereafter be made during the
remainder of the 15-year period to the Executive's Designee (as hereinafter
defined).
The Executive's "Designee" shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or such other
person or other legal entity designated by the Executive to the Company after
the date hereof. The Executive may change the Designee from time to time by an
amending designation to the Company. In the absence of a valid designation, or
if the Designee dies before the Executive, then the Designee shall be deemed to
be the estate of the Executive.
6.3 Amount of Annual Pension Payments
---------------------------------
The Executive's annual Pension Payments shall be 35% of the
Executive's Five-Year Average Compensation. "Five-Year Average Compensation"
shall be computed by dividing 5 into the highest amount of total compensation
accrued by the Company with respect to the Executive for services rendered by
the Executive in any period of five consecutive calendar years (which may
include the year of termination). Such compensation shall include salaries,
bonuses and special awards unless provided otherwise below (whether in cash or
in kind), but shall not include pensions, retirement allowances, severance pay,
fees under consulting contracts, director's fees, distributions under Company
benefit plans, the value of fringe benefits and the like. Additionally, in
computing Five-Year Average Compensation the following provisions shall apply:
(a) all salaries, bonuses and special awards shall be deemed
"accrued" with respect to a given year even though actually paid
in a later year, provided the same stem from the Executive's
performance of services
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during the given year (e.g., bonuses for the year 1999 paid in
February 2000, or any salary or bonus which the Executive elects
to defer until later years pursuant to the Company's Deferred
Compensation Program);
(b) if the Executive elects to receive stock options in lieu of
salary or bonus under the Company's Deferred Compensation Program
or any other plan the Company may hereafter adopt, the
compensation "accrued" shall be the amount of salary or bonus
foregone;
(c) all stock and cash awards previously or hereafter issued to the
Executive under the Company's 1989 Flexible Stock Plan will be
excluded;
(d) all payments previously or hereafter made to the Executive to
offset the effect of tax law limitations on the Executive's
participation in the ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Retirement Plan will be
excluded; and
(e) all bonuses, awards and other payments made to the Executive (i)
to reimburse Executive for, or provide the Executive with funds
to pay, income taxes which become payable by the Executive as a
result of exercise of non-qualified stock options or (ii) to
induce the Executive to make, or to compensate Executive for
making, disqualifying dispositions of Company stock acquired in
the exercise of incentive stock options, will be excluded.
The annual Pension Payments under this section shall be reduced by all
amounts paid to Executive under any disability income insurance policies which
are attributable to premiums paid by the Company (all such amounts are referred
to as "Pension Reduction Amounts").
6.4 Insurance During Retirement or Disability
-----------------------------------------
During the 15-year period following Executive's termination of
employment (or, if longer, until Executive's death), the Company will pay, or
arrange insurance coverages to pay, all of Executive's and his dependents'
medical and hospitalization expenses which are not covered by Medicare or other
government health insurance. However, the payments and coverages provided by the
Company will not exceed the payments and coverages that Executive and his
dependents would have received under the Company's medical plan applicable to
them immediately prior to termination of Executive's employment. The Company
will also reimburse the Executive and his dependents for premiums they pay for
Medicare and other government health insurance.
The Company will provide life insurance coverage to the Executive at
least equal to the coverage provided to him immediately prior to termination of
his employment.
The Company will pay to Executive and his dependents an amount
sufficient to pay income taxes on all amounts or benefits received under this
Section 6.4 which are required to be included in income for tax purposes.
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6.5 Conversion of Pension Payments into Options
-------------------------------------------
The Executive may elect to convert all or a portion of the present
value of his Pension Payments into Options at the times set out below and in
manner set out on Exhibit B:
(a) within 60 days before or after termination of Executive's
employment with the Company;
(b) within 90 days after a "Change in Control" (as defined in the
Severance Benefit Agreement);
(c) at any time if (i) the Company's price/earnings ratio, as
reported in the Wall Street Journal, is at least 14, (ii) such
ratio is at least 80% of the price/earnings ratio for the
Standard & Poors 500 index, as also reported in the Wall Street
Journal and (iii) the Company's common stock is trading at a
price which is at least 85% of the 3-year high;
(d) at any time within three months after the Company has sold, for
its own account, its common stock in an underwritten, primary
public offering;
(e) at such other time or times either before or after termination of
employment as the Compensation Committee may, in its sole
discretion, agree with Executive.
"Option" means an Option to purchase shares of the Company's common
stock, the general terms and conditions of which are set out on Exhibit B. The
formula for determining the number of Option shares is also set out on Exhibit
B.
The present value of the Pension Payments to be converted into Options
shall be determined by an independent actuary of the Company. The discount rate
applied by the actuary shall be determined by the Chief Financial Officer using
a rate equal to the Company's cost of funds for obligations of similar duration.
The Executive shall exercise his election to convert all or a portion
of the Pension Payments into Options by delivering an election notice (the
"Election Notice") to the Compensation Committee. The Election Notice shall
designate the portion of Pension Payments to be converted into Options. Promptly
after receipt of the Election Notice, the Company shall deliver to Executive an
agreement evidencing the Company's obligations as respects the Options. The
agreement shall incorporate all of the terms and conditions of the Options set
out on Exhibit B and contain such additional terms and conditions determined by
the Compensation Committee as are consistent with Exhibit B and necessary to
implement Executive's election. Limitations or restrictions on the time of
election, purchase or sale of Company securities or other matters may be added
to the Option agreement to reduce the risk of violation of Section 16 of the
Securities Exchange Act of 1934.
Upon the grant of an Option, the Company's obligations to make all or
any part of the Pension Payments shall be extinguished to the extent such
Pension Payments were used as a basis for conversion into Options. Thus, for
example, if the Executive elected to convert all of his accrued Pension Payments
into Options on January 1, 2000, the number of Options
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received would be based on 35% of his Five Year Average Compensation (see
Section 6.3). If the annual Pension payments accrued were $400,000 at this time,
the Company's obligation for future annual Pension Payments would be
extinguished to the extent of $400,000. If the Executive continued to be
employed until January 1, 2003 and his annual Pension Payments would have been
$500,000 at that time, he would receive annual Pension payments equal to
$100,000 (i.e., $500,000 minus $400,000) over the pension period.
In no event shall the Company be required to issue Options under this
Section 6.5 if, under the tax laws then in force, such issuance or subsequent
exercise of the Options will result in materially increasing the Company's tax
liabilities when compared to making Pension Payments.
7. Disability
----------
7.1 Definition of "Total Disability"
-------------------------------
The Executive shall be deemed to have a "Total Disability" if he is
unable, for a continuous period of four or more months, to perform substantially
all of the material personal services to be rendered by him under this Restated
Agreement.
During the continuance of any Total Disability, the Board may elect to
relieve the Executive of all of his duties hereunder by Board resolution
delivered to the Executive, or the Executive may elect to cease performing all
of his duties hereunder by notice delivered to the Company. Thereupon,
Executive's duties and responsibilities under this Restated Agreement shall
cease 60 days following delivery of the Board resolution or the Executive's
notice, as the case may be; provided, however, that all other provisions of this
Restated Agreement, including the Executive's cash compensation and other
benefits, shall continue in full force until 14 months from the first day of the
four month or longer continuous period that culminated in the Total Disability
("Disability Termination Date"). If Executive continues to have a Total
Disability on the Disability Termination Date, his employment under this
Restated Agreement shall be terminated.
7.2 Offset Payments
---------------
The Company's obligation to continue the Executive's cash compensation
from the date of a Total Disability to the Disability Termination Date shall be
reduced by (a) all amounts paid to Executive under disability income insurance
policies made available to the Executive by the Company and (b) by all amounts
received by the Executive from Social Security disability benefits.
8. Executive's Option to Terminate Agreement
-----------------------------------------
Not later than six months after the occurrence of any of the following
events the Executive may elect to terminate his employment under this Restated
Agreement by sending notice of termination to the Company:
(a) The Executive shall not be elected and continue as director of the
Company, or Chief Executive Officer of the Company or a Member of the
Board's Executive Committee;
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(b) The Company is merged or consolidated with another corporation and the
Company is not the survivor;
(c) The Company is dissolved;
(d) Substantially all of the assets of the Company are sold to any
other person;
(e) A public tender offer is made for the shares of the Company and the
offeror acquires at least 40% of the outstanding common shares of the
Company; or
(f) A proxy contest is waged and the person waging the contest acquires
working control of the Company.
The Executive's employment obligations under this Restated Agreement shall
terminate on the date of termination specified in the Executive's notice to the
Company, which date must be within 60 days of the date of the notice.
9. Consulting Agreement
--------------------
Upon the expiration of the term of this Restated Agreement or the
termination of the Executive's employment for any reason other than death, Total
Disability, or discharge for cause, either the Company or the Executive shall
have the option to arrange for the Executive to render consulting services to
the Company on the following terms and conditions:
(a) The party wishing to invoke the provisions of this section shall send
notice thereof to the other party within 120 days after termination of
employment.
(b) Beginning on the first day of the first month immediately following
the sending of the notice and continuing for a period of two years
thereafter, the Executive shall render such consulting services to the
Company as the Company may reasonably request from time to time.
Consulting services shall be limited to the Executive's consideration,
review and/or rendering of advice regarding plans or ideas or specific
limited questions or problems proposed by the Company and consultation
on any major matters of policy affecting the Company, it being
understood that none of the foregoing is to generate substantial
research, traveling or deliberation time by the Executive.
(c) In consideration for the consulting services to be rendered by the
Executive, the Company shall pay the Executive during the first and
second years of consultation an amount equal to 60% of the Executive's
Five-Year Average Compensation (as defined in Section 6.3).
(d) Consulting fees payable hereunder shall be paid each year in bi-weekly
installments. In addition, the Company shall promptly pay or reimburse
the Executive for all out-of-pocket costs incurred by him in rendering
consulting services under this section.
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(e) All payments made under this section shall be in addition to any
Pension Payments or other payments made to the Executive under this
Restated Agreement.
(f) During the period Executive is rendering consulting services, he shall
be entitled to use the same office space and to receive secretarial
service which is at least equal to that received immediately prior to
his termination of full-time employment.
10. Termination by the Company
--------------------------
10.1 Termination For Cause
---------------------
The Company may terminate the Executive's employment pursuant to this
Restated Agreement by discharging the Executive for cause. The term "for cause"
shall be limited to the following events:
(a) The Executive's conviction of any crime involving money or other
property of the Company or any of its affiliates or of any other
crime (whether or not involving the Company or any of its
affiliates) that constitutes a felony in the jurisdiction
involved; or
(b) The Executive's continuing, repeated, willful violation of
specific written directions of the Board (or the board of any
affiliate of the Company of which the Executive is an officer)
which directions are consistent with this Restated Agreement and
which violation continues following the Executive's receipt of
such written directions; or
(c) The Executive's continuing, repeated, willful failure to perform
his duties hereunder; provided, however, that no discharge shall
be deemed for cause under this subsection (c) unless the
Executive first receives written notice from the Board (or of the
board of any affiliate of the Company of which the Executive is
an officer) advising the Executive of the specific acts or
omissions alleged to constitute a failure to perform his duties,
and such failure continues after the Executive shall have had a
reasonable opportunity to correct the acts or omissions so
complained of.
In no event shall the alleged incompetence of the Executive in the
performance of his duties under this Restated Agreement be deemed grounds for
discharge for cause.
10.2 Termination Without Cause
-------------------------
The Board, at any time and without cause, may relieve the Executive of
his duties under this Restated Agreement upon three months prior written notice
to the Executive; provided that such action by the Board pursuant to this
Section 10.2 shall not be deemed a termination of the Executive's employment and
shall not relieve the Company of any of its financial obligations to the
Executive as set forth in this Restated Agreement. Notwithstanding
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the foregoing sentence, if the Executive's duties are terminated pursuant to
this Section 10.2, the Executive's employment shall thereafter be terminated
upon the earlier of (i) Executive's death or (ii) the Disability Termination
Date (as defined in Section 7.1).
11. Confidential Information
------------------------
The Executive shall not at any time (whether during the term of this
Restated Agreement or thereafter) disclose to any person any confidential
information or trade secrets of the Company.
If any of the restrictions contained in this section or elsewhere in this
Restated Agreement shall be deemed unenforceable by reason of the extent,
duration, or geographical scope thereof or otherwise, then the Executive and the
Company contemplate that the appropriate court will reduce such extent,
duration, geographical scope or other provisions hereof and enforce the
restrictions set out in this section and elsewhere in their reduced form for all
purposes in the manner contemplated hereby.
12. Nonassignability
----------------
This Restated Agreement and the benefits hereunder are personal to the
Company and are not assignable by it; provided, however, this Restated Agreement
and the benefits hereunder may be assigned by the Company to any person
acquiring all or substantially all of the assets of the Company or to any
corporation into which the Company may be merged or consolidated. In the event
of an assignment of this Restated Agreement to any person acquiring all or
substantially all of the assets of the Company or to any corporation into which
the Company may be merged or consolidated, the title, responsibilities and
duties assigned to the Executive by such successor person or corporation shall
be the title, responsibilities and duties of a senior executive officer of such
successor person or corporation.
The provisions of this Restated Agreement shall be binding on and inure to
the benefit of the Executive, his assignees, executors, and administrators.
13. Miscellaneous
-------------
13.1 Waivers
-------
No waiver by either party of any breach or nonperformance of any
provision of this Restated Agreement shall be deemed to be a waiver of any
preceding or succeeding breach or nonperformance of the same or any other
provision hereof.
13.2 Notices
-------
All notices, waivers, designations or other communications (herein
collectively "notices") that either party is required or permitted to give
hereunder shall be in writing and delivered as follows:
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If to the Executive: If to the Company:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 110 No. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
subject to the right of either party at any time to designate a different
location for the delivery of notices.
13.3 Survival of Provisions
----------------------
The provisions set out in Sections 6, 9 and 11 shall survive the
expiration or termination of this Restated Agreement, as shall all other
provisions hereof which provide for or contemplate performance by either the
Executive or the Company following the termination hereof.
By way of example, if Executive's employment is terminated after the
term of this Agreement (as defined in Section 2.1), then either he or the
Company shall have the option to arrange for Executive's consulting services as
described in Section 9.
13.4 Restatement
-----------
This Restated Agreement shall replace and supersede in the entirety
the Employment Agreement and all supplements, amendments or clarifications to
the Employment Agreement prior to date hereof.
13.5 Split Dollar Life Insurance
---------------------------
On February 21, 1977, the Company and the Executive entered into a
split dollar life insurance agreement (the "Split Dollar Agreement") pertaining
to a policy on the life of the Executive in the amount of $100,000. The Split
Dollar Agreement shall continue in full force in accordance with its terms and
shall not be affected by this Restated Agreement.
IN WITNESS WHEREOF, the Company and the Executive have signed this
Restated Agreement as of the day and year first above written.
"EXECUTIVE" "COMPANY"
▇▇▇▇▇▇▇ & ▇▇▇▇▇, INCORPORATED
_________________________________ By: _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: _______________________
Title: ______________________
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