EXHIBIT 10(y)
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made as of this
30th day of November 1995, between CENTRAL SPRINKLER COMPANY, a Pennsylvania
corporation with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Employee").
1. Employment. The company hereby employs the Employee in an
executive capacity, and the Employee accepts such employment. During the term of
employment under this Agreement (the "Employment Term"), the Employee shall
perform such duties as shall reasonably be required of an executive-level
employee of the Company.
2. Performance. The Employee shall devote his entire
business efforts to the performance of his duties hereunder.
3. Employment Term. Unless otherwise terminated in accordance
with this Agreement, the Employment Term shall consist of an initial term
commencing on the date hereof and ending on August 31, 1998 (the "Initial Term")
and automatic successive one-year renewal terms.
4. Termination Without Compensation.
(a) The Employment Term may be terminated by either
party hereto at the end of the Initial Term or any one-year renewal term if at
least 90 days prior to the termination of the term then in effect, the party
desiring to terminate the Employment Term shall give the other party written
notice of its or his decision to terminate the Employment Term as of the end of
the term then in effect.
(b) The Employment Term created hereunder may also be
terminated by the Company without written notice upon the occurrence of any of
the following:
(i) the death of the Employee;
(ii) the commission by the Employee of any
deliberate and premeditated act against
the interests of the Company;
(iii) the conviction by the Employee of a
felony;
(iv) the breach by the Employee of any
terms of this Agreement not cured
within 30 days subsequent to
notice in writing from the Company
to the Employee of the breach; or
(v) the inability of the Employee to
perform his duties hereunder by reason
of any disability for a period of more
than one year if the Company shall have
given the Employee notice of the
Company's desire to terminate at least
30 days prior to the date of
termination. For purposes of this
Section 4(b) (v), "disability" has the
same meaning as set forth in the
Company's current disability insurance
policy. During the one-year period
specified herein, any amounts payable
to the Employee under the Company's
disability insurance policy shall be
deducted from the compensation payable
to the Employee hereunder.
5. Compensation. The basic annual compensation of the Employee
for his employment services hereunder shall be at least $120,000.00 (the
"Salary"), which shall be payable in equal monthly installments. In addition to
the Salary payable pursuant to this Section 5, the Employee shall be entitled to
receive such benefits that are generally available to all employees of the
Company from time to time. However, the Employee's continued eligibility under
any incentive compensation or bonus arrangement in which he currently
participates shall be subject to the sole discretion of the Company.
6. Agreement Not to Compete. The Employee agrees that for a
period equal to (a) the time during which the Employee is employed by the
Company, or if longer, receiving payments from the Company after termination of
his employment, plus (b) an additional one year thereafter, he will not,
directly or indirectly, in any capacity engage in any business, or assist,
render services to or have a financial interest in any person or entity that
engages in any business that competes within the United States with the Company
or with any person or entity controlling, controlled by or under common control
with the Company (each such person or entity is referred to as a "Company
Affiliate"), including any majority-owned subsidiary of the Company's parent
corporation, Central Sprinkler Corporation. Such one-year period is referred to
herein as the "Non-Competition Period." The foregoing restriction prohibits,
among other things, soliciting the employees of the Company or of any Company
Affiliate to become employees of or to otherwise assist any such competing
person or entity. The Employee expressly agrees that upon breach of this Section
6 or Section 7 of this Agreement, the Company, in addition to all other
remedies, shall be entitled as a matter of right to injunctive relief in any
court of competent jurisdiction.
-2-
7. Secret Processes and Confidential Information. The Employee
agrees that during his Employment Term and thereafter, he will not divulge,
other than in the regular and proper course of business of the Company, any
knowledge or information with respect to the operation or finances of the
Company or any Company Affiliate or with respect to confidential or secret
processes, techniques, machinery, plans, devices or products licensed to or by,
manufactured or sold by the Company or any Company Affiliate; provided, however,
that the Employee has no obligation, expressed or implied, to refrain from using
or disclosing to others any such knowledge or information which is or hereafter
shall become available to the public without breaching this Agreement. All new
processes, techniques, know-how, inventions, plans, products, patents and
devices developed, made or invented by the Employee, alone or with others, while
an employee of the Company shall become and be the sole property of the Company
unless released in writing by the Company.
8. Termination with Compensation.
(a) At any time during the Employment Term, the
Company shall have the right to remove the Employee from the position in which
he is employed hereunder without cause. Under such circumstances, the Employee's
Salary then in effect hereunder shall continue for the remainder of the Initial
Term, or any renewal term then in effect. In addition, during the Non-
Completion Period, the Employee's Salary shall continue pursuant to the
adjustment terms set forth in paragraph (b) of this Section 8. The Employee,
however, may elect not to receive the Salary during the Non-Competition Period,
in which case the Employee will be received of all obligations set forth in
Section 6 of this Agreement.
(b) Upon the commencement of the Non-Competition
Period, and provided the Employee shall not have elected under paragraph (a) of
this Section 8 to forego the Salary during the Non-Competition Period, the
Salary then in effect shall be adjusted annually by the Company in accordance
with the Philadelphia Consumer Price Index for Urban Wage Earners and Clerical
Workers (the "Consumer Price Index") issued by the Bureau of Labor Statistics of
the U.S. Department of Labor, as published for the month of December in the year
in which the Salary is to be adjusted. During this period the Employee will
receive the greater of (i) the Salary in effect at the time of the adjustment or
(ii) the Salary as adjusted by the Consumer Price Index. If the Consumer Price
Index is discontinued, the Company and the Employee shall use a comparable price
index or formula.
-3-
9. General.
(a) Governing Law. The terms of this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania.
(b) Assignability. The Employee may not assign his
interest in this Agreement.
(c) Binding Effect. This Agreement shall be binding
upon and insure to the benefit of the Company, its successors and assigns.
(d) Notices. Any notices required hereunder shall be in
writing and shall be deemed to have been given when personally delivered or when
mailed, certified or registered mail, postage prepaid, to the addresses set
forth on page 1 of this Agreement or to such other address that any party may
designate with respect to itself or himself by notice to the other party.
(e) Entire Agreement; Modification. This Agreement
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and may not be modified or amended in any way expect in
writing by the parties hereto. This Agreement supersedes and cancels any other
Employment Agreements now in effect between the parties, including the
Employment Agreement between the Company and the Employee dated as of
February 8, 1993.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have hereunto duly executed this Agreement the day and year first
written above.
CENTRAL SPRINKLER COMPANY
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
EMPLOYEE
/s/▇▇▇▇▇ ▇. Golinveuax
------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-4-