EXHIBIT 10.5
SIXTH AMENDMENT AGREEMENT
AGREEMENT, made as of November 5, 1998, among TRANS-LUX CORPORATION, a
Delaware corporation, TRANS-LUX CONSULTING CORPORATION, a Delaware corporation,
TRANS-LUX SIGN CORPORATION, a Delaware corporation, TRANS-LUX MONTEZUMA
CORPORATION, a New Mexico corporation, INTEGRATED SYSTEMS ENGINEERING, INC., a
Utah corporation, and FIRST UNION NATIONAL BANK, a national banking association.
Background
A. Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Credit Agreement dated as of August 28, 1995, among
Trans-Lux Corporation, Trans-Lux Consulting Corporation, Trans-Lux Sign
Corporation, Trans-Lux Montezuma Corporation, Integrated Systems Engineering,
Inc., and First Fidelity Bank of Connecticut (predecessor in interest to First
Union National Bank) (as amended, modified or supplemented from time to time,
the "Credit Agreement").
B. The Lender has extended the Loans to the Borrowers as more fully
described in the terms and conditions of the Credit Agreement.
C. The Borrowers have requested that the Lender modify certain
provisions of the Credit Agreement to permit TLX to redeem certain of the
Debentures in the amount of up to $3,000,000.
D. The Lender has agreed to the request of the Borrowers subject to
the terms and conditions of this Agreement.
Agreement
In consideration of the foregoing Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as follows:
1. Modifications to Credit Agreement. All of the terms and provisions
of the Credit Agreement and the other Loan Documents shall remain in full
force and effect except as follows:
(a) Section 6.14 of the Credit Agreement is deleted and the following is
substituted therefor:
6.14 Cancellation of Indebtedness. Without the prior written
consent of Lender which consent shall not be unreasonably withheld, Borrowers
shall not (and shall not permit any of their Subsidiaries to) cancel any claim
or Indebtedness owing to it, except for reasonable consideration and in the
ordinary course of business, or voluntarily prepay any Indebtedness (other than
the Obligations), except that TLX may prepay, up to the aggregate of $3,000,000,
Indebtedness in connection with its partial redemption or purchase of the
Debentures.
(b) Section 6.15 of the Credit Agreement is deleted and the following is
substituted therefor:
6.15 Restricted Payment. Borrowers shall not make any Restricted
Payment to any Person and Borrowers shall not permit any Subsidiary or Affiliate
to make any Restricted Payment other than to Borrowers, except that TLX may make
payments, up to the aggregate of $3,000,000, in connection with the redemption
or purchase of certain of the Debentures.
(c) The definition of "Debentures" contained in Annex A to the Credit
Agreement is deleted and the following is substituted therefor:
"Debentures" shall mean the 7 1/2% Convertible Subordinated Debentures due
2006 issued by TLX in the aggregate principal amount of $31,625,000 and the
9 1/2% Subordinated Debentures due 2012 issued by TLX in the aggregate principal
amount of $1,057,000.
2. Conditions Precedent. The obligation of the Lender under this
Agreement is subject to the receipt and review, to the satisfaction of the
Lender, of the following:
(a) this Agreement duly executed by the parties hereto; and
(b) such other agreements and instruments as the Lender deems necessary.
3. Reaffirmation by the Borrowers. The Borrowers acknowledge that each
is legally, validly and enforceably jointly and severally indebted to the Lender
under the Notes, without defense, counterclaim or offset, and that each is
legally, validly and enforceably liable to the Lender for all costs and expenses
of collection and reasonable attorneys' fees related to or in any way arising
out of this Agreement, the Notes, the Credit Agreement and the other Loan
Documents. The Borrowers hereby restate and agree to be bound by all covenants
contained in the Credit Agreement and the other Loan Documents and reaffirm that
all of the representations and warranties contained in the Credit Agreement and
the other Loan Documents remain true and correct in all material respects with
the exception that the financial statements described therein are deemed true as
of the date made. The Borrowers represent that except as set forth in the
Credit Agreement and the other Loan Documents, there are no pending, or to each
Borrower's knowledge threatened, legal proceedings to which any of the Borrowers
or any of the Guarantors is a party which materially and adversely affect the
transactions contemplated by this Agreement or the ability of the Borrowers or
any of the Guarantors to conduct its business on a consolidated business. The
Borrowers and Guarantors acknowledge and represent that the resolutions of each
dated July 27, 1995 (except for resolutions of Trans-Lux Midwest Corporation
which are dated February 13, 1997), remain in full force and effect and have not
been modified, amended, rescinded or otherwise abrogated.
4. Reaffirmation by the Guarantors. The Guarantors acknowledge that
each is legally and validly indebted to the Lender under the Guaranty of each
without defense, counterclaim or offset, and affirms that each Guaranty remains
in full force and effect and includes, without limitation, the indebtedness,
liabilities and obligations arising under or in any way connected with the
Loans, this Agreement and the other Loan Documents, whether now existing or
hereafter arising.
5. Reaffirmation re: Collateral. The Borrowers and the Guarantors
reaffirm the liens, security interests and pledges granted to the Lender
pursuant to the Loan Documents to secure the obligations of each thereunder.
6. Other Representations by Borrower and Guarantors. Each of The
Borrowers and the Guarantors represents and confirms that (a) no Event of
Default has occurred and is continuing and that the Lender has not given its
consent to or waived any Default or Event of Default and (b) the Credit
Agreement and the other Loan Documents are in full force and effect and
enforceable against the Borrowers and the Guarantors in accordance with the
terms thereof. Each of the Borrowers and Guarantors represents and confirms
that as of the date hereof, each has no claim or defense (and each of the
Borrowers and the Guarantors hereby waives every claim and defense as of the
date hereof) against the Lender arising out of or relating to the Credit
Agreement, this Agreement and the other Loan Documents or the making,
administration or enforcement of the Loans and the remedies provided for under
the Loan Documents.
7. No Waiver by Lender. Each of the Borrowers and the Guarantors
acknowledges that (a) by execution of this Agreement, the Lender is not waiving
any Default, whether now existing or hereafter occurring, disclosed or
undisclosed, by the Borrower or the Guarantors under the Loan Documents and (b)
the Lender reserves all rights and remedies available to it under the Loan
Documents and otherwise.
8. Prejudgment Remedy Waiver; Waivers. EACH OF THE BORROWERS AND THE
GUARANTORS ACKNOWLEDGES THAT THE LOANS AND THE TRANSACTIONS EVIDENCED BY THE
NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE
COMMERCIAL TRANSACTIONS AND EACH WAIVES ITS RIGHTS TO NOTICE AND HEARING PRIOR
TO THE ISSUANCE OF ANY PREJUDGMENT REMEDY, OR AS OTHERWISE ALLOWED BY ANY STATE
OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE LENDER MAY
DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR EXTENSIONS. EACH OF
THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
9. Jury Trial Waiver. EACH OF THE BORROWERS AND THE GUARANTORS WAIVES
TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER
ARISING IN CONNECTION WITH, OR IN ANY WAY RELATED TO, THE FINANCING TRANSACTIONS
OF WHICH THE NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS IS A PART OR THE ENFORCEMENT OF ANY OF THE LENDER'S RIGHTS. EACH OF
THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
10. Miscellaneous.
(a) This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(b) This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with, the law of the
State of Connecticut.
(c) This Agreement shall be deemed a Loan Document under the Credit
Agreement for all purposes.
The parties have executed this Agreement on the date first written above.
BORROWERS:
TRANS-LUX CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By________________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX CONSULTING CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX SIGN CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX MONTEZUMA CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
INTEGRATED SYSTEMS ENGINEERING, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By_____________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS:
TRANS-LUX SIGN CORPORATION
TRANS-LUX CONSULTING CORPORATION
▇▇▇▇▇▇▇▇ REALTY CORPORATION
TRANS-LUX CANADA LTD.
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX DURANGO CORPORATION
TRANS-LUX EXPERIENCE CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX INVESTMENT CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX MIDWEST CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
TRANS-LUX PENNSYLVANIA CORPORATION
TRANS-LUX SEAPORT CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX SOUTHWEST CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX SYNDICATED PROGRAMS CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX THEATRES CORPORATION
TRANS-LUX LOVELAND CORPORATION
INTEGRATED SYSTEMS ENGINEERING, INC.
TRANS-LUX PTY, LTD
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By_____________________________________
▇▇▇▇▇▇ ▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
LENDER:
FIRST UNION NATIONAL BANK
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
EXHIBIT 10.12
AGREEMENT made as of the lst day of January, 1999 by and between TRANS-LUX
CORPORATION, a Delaware corporation having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter called "Employer"), and ▇▇ ▇▇▇▇▇▇
residing at ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called,
"Employee").
W I T N E S S E T H:
1. Employer hereby employs Employee, and Employee hereby accepts
employment, upon the terms and conditions hereinafter set forth.
2. (a) The term ("Term") of the Agreement shall be the period commencing
on January l, l999 and terminating December 3l, 2001.
(b) In the event that Employee remains or continues in the employ of
Employer after the Term, such employment, in the absence of a further written
agreement, shall be on an at-will basis, terminable by either party hereto on
thirty (30) days' notice to the other and, upon the 30th day following such
notice the employment of Employee shall terminate.
(c) Upon expiration of the Term of this Agreement, neither party shall
have any further obligations or liabilities to the other except as otherwise
specifically provided in this Agreement.
3. Employee shall be employed in an executive capacity of Employer (and
such of its affiliates, divisions and subsidiaries as Employer shall designate).
Employer shall use its reasonable efforts to cause Employee to be elected
and continue to be elected a Senior Vice President of Employer during the Term
of this Agreement. The precise services of Employee may be designated or
assigned from time to time at the direction of the Board of Directors, the
Chairman of the Board, the Vice-Chairman of the Board, President or Executive
Vice President, and all of the services to be rendered hereunder by Employee
shall at all times be subject to the control, direction and supervision of the
Chief Executive Officer, President and Executive Vice President and the Board of
Directors of Employer, to which Employee does hereby agree to be bound.
Employee shall devote his entire time, attention and energies during usual
business hours (subject to Employer's policy with respect to holidays and
illnesses for comparable executives of Employer) to the business and affairs of
Employer, its affiliates, divisions and subsidiaries as Employer shall from time
to time direct. Employee further agrees during the Term of this Agreement to
serve as an officer or director of Employer or of any affiliate or subsidiary of
Employer as Employer may request, and if Employee serves as such officer or a
director he will do so without additional compensation, other than director's
fees or honoraria, if any.
During the Term of this Agreement and during any subsequent employment of
Employee by Employer, Employee shall use his best efforts, skills and abilities
in the performance of his services hereunder and to promote the interests of
Employer, its affiliates, divisions and subsidiaries. Employee shall not,
during the Term and during any subsequent employment of Employee by Employer, be
engaged in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage, except for current real
estate ventures disclosed to Employer concurrently with the signing of this
Agreement. The foregoing shall not be construed as preventing Employee from
investing his assets in such form or manner as will not require any services on
the part of Employee in the operation of the affairs of the companies in which
such investments are made, provided, however, that Employee shall not, either
directly or indirectly, be a director of or make any investments in any company
or companies which are engaged in businesses competitive with those conducted by
Employer or by any of its subsidiaries or affiliates except which such
investments are in stock of a company listed on a national securities exchange,
and such stock of Employee does not exceed one percent (1%) of the outstanding
shares of stock of such listed company. Employee shall not at any time during
or after the Term of this Agreement use (except on behalf of Employer), divulge,
furnish or make accessible to any third person or organization any confidential
information concerning Employer or any of its subsidiaries or affiliates or the
businesses of any of the foregoing including, without limitation, confidential
methods of operations and organization, confidential sources of supply, identity
of employees, customer 1ists and confidential financial information.
4. (a) For all services rendered by Employee during the Term of this
Agreement, Employer shall pay Employee a salary at the rate of NINETY
THOUSAND DOLLARS ($90,000) per annum during the period January l, 1999 to
December 31, 1999; at the rate of NINETY-FOUR THOUSAND DOLLARS ($94,000) per
annum during the period January 1, 2000 to December 31, 2000 and at the rate of
NINETY-EIGHT THOUSAND DOLLARS ($98,000) per annum during the period January 1,
2001 to December 31, 2001. Such salary shall be payable weekly, or monthly, or
in accordance with the payroll practices of Employer for its executives. The
Employee shall also be entitled to all rights and benefits for which he shall be
eligible under any stock option plan, bonus, participation or extra compensation
plans, pensions, group insurance or other benefits which Employer presently
provides, or may provide for his and for its employees generally. This
Agreement shall not be deemed abrogated or terminated if Employer, in its
discretion, shall determine to increase the compensation of Employee for any
period of time, or if the Employee shall accept such increase.
All payments under this Agreement are in United States dollars unless
otherwise specified.
(b) Employer may make appropriate deductions from the said payments
required to be made in this Section 4 to Employee to comply with all
governmental withholding requirements.
(c) If, during the Term of this Agreement and if the Employee is still
in the employ of Employer, Employee shall be prevented from performing or be
unable to perform, or fail to perform, his duties by reason of illness or any
other incapacity for (4) consecutive months (excluding normal vacation time)
during the Term hereof, Employer agrees to pay Employee thereafter during the
Term for the duration of such incapacity or 12 months, whichever is less, 35% of
the base salary which Employee would otherwise have been entitled to receive if
not for the illness or other incapacity.
(d) The Board upon the recommendation of the Compensation Committee of
the Board shall consider no later than May 31, 2000, 2001, and 2002,
respectively (provided there is no delay in obtaining the financial statements
as provided below, but in no event later than 45 days following receipt thereof)
the grant of a bonus ("Bonus") to Employee based on Employee's performance for
the immediately preceding fiscal year. Notwithstanding the foregoing, Employer
shall pay Employee the highest Bonus applicable for any of the fiscal years
ending December 31, l999, 2000, and 2001 only, in the event Employer's pre-tax
consolidated earnings for such year determined in accordance with Section 4(d)
exceed the respective amounts hereinafter set forth. The Bonuses shall not
exceed $10,000 for any year.
If Pre-Tax Consolidated Annual Non-Cumulative Level
Earnings Exceed of Bonus Payable
$ 250,000 312.50
375,000 468.75
500,000 625.00
625,000 781.25
750,000 937.50
875,000 l,093.75
l,000,000 l,250.00
1,125,000 l,406.25
l,250,000 l,562.50
1,375,000 l,718.75
1,500,000 l,875.00
1,625,000 2,03l.25
1,750,000 2,l87.50
1,875,000 2,343.75
2,000,000 2,500.00
2,125,000 2,656.25
2,250,000 2,8l2.50
2,375,000 2,968.75
2,500,000 3,125.00
2,625,000 3,28l.25
2,750,000 3,437.50
2,875,000 3,593.75
3,000,000** 3,750.00
4,000,000** 5,000.00
5,000,000 6,250.00
6,000,000 7,500.00
7,000,000 8,750.00
8,000,000 and up 10,000.00 (maximum)
** For each incremental level of $l25,000 between $3,000,000
and $8,000,000 not listed, this is an additional Bonus
of $l56.25 for 1999 and 2000 and 2001 up to the maximum.
There shall be excluded from the calculation of pre-tax consolidated
earnings during the Term of this Agreement the amount by which (x) any item or
items of unusual or extraordinary gain in the aggregate exceeds 20% of the
Employer's net book value as at the end of the immediate preceding fiscal year
or (y) any item of unusual or extraordinary loss in the aggregate exceeds 20% of
the Employer's net book value as at the end of the immediate preceding fiscal
year, in each case in (x) and (y) above as determined in accordance with
generally accepted accounting principles and items of gain and loss shall not be
netted against each other for purpose of the above 20% calculation.
Provided Employee is not in default of the Agreement, the Board may,
in any event, even if any of the aforesaid pre-tax consolidated earnings levels
are not exceeded, grant the Employee the aforesaid Bonus or any portion thereof
for such year based on his performance.
Notwithstanding anything to the contrary contained herein, if Employee
is not in the employ of Employer at the end of any aforesaid 1999, 2000 or 2001
fiscal year, no Bonus shall be paid for such fiscal year. In the event of
Employee's death on or after January 1 of 2000, 2001 or 2002, any Bonus to which
he is otherwise entitled for the prior fiscal year shall be paid to his
surviving spouse widow if she shall survive him or if she shall predecease him
to his surviving issue per stirpes and not per capita.
Such pre-tax consolidated earnings shall be fixed and determined by
the independent certified public accountants regularly employed by Employer.
Such independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by Employer's independent certified public accountants in
arriving at such annual pre-tax consolidated earnings as disclosed in Employer's
annual statement for that year of profit and loss released to its stockholders.
The determination by such independent certified public accountants shall be
final, absolute and controlling upon the parties. Payment of such amount, if
any is due, shall be made for each year by Employer to Employee within sixty
(60) days after which such accountant shall have furnished such statement to
Employer disclosing Employer's pre-tax consolidated earnings for each of the
years 1999, 2000, and 2001. Employer undertakes to use reasonable efforts to
cause said accountants to prepare and furnish such statements within one hundred
thirty (130) days from the close of each such fiscal year and to cause said
independent certified public accountants, concomitantly with delivery of such
statement by accountants to it, to deliver a copy of such statement to Employee.
The Employer shall not have any liability to Employee arising out of any delays
with respect to the foregoing.
(e) In the event Employee dies during the Term of this Agreement
while the Employee is still in the Employ of Employer, Employer shall pay to
Employee's surviving spouse or his surviving issue, as the case may be, for the
balance of the Term of the Agreement, or twelve (12) months, whichever is less,
annual death benefits payable weekly or in accordance with Employer's payroll
practices in an amount equal to 35% of Employee's then annual base salary rate.
5. During the Term of this Agreement, Employer will reimburse
Employee for traveling or other out-of-pocket expenses and disbursements
incurred by Employee with Employer's approval in furtherance of the businesses
of Employer, its affiliates, divisions or subsidiaries, upon presentation of
such supporting information as Employer may from time to time request.
6. During the Term of this Agreement, Employee shall be entitled to a
vacation during the usual vacation period of Employer in accordance with such
vacation schedules as Employer may prescribe.
7. Both parties recognize that the services to be rendered by
Employee pursuant to this Agreement are extraordinary and unique. During the
Term of this Agreement, and during any subsequent employment of Employee by
Employer, Employee shall not, directly or indirectly, enter into the employ of
or render any services to any person, partnership, association or corporation
engaged in a business or businesses in any way, directly or indirectly,
competitive to those now or hereafter engaged in by Employer or by any of its
subsidiaries during the Term of this Agreement and during any subsequent
employment of Employee by Employer and Employee shall not engage in any such
business, directly or indirectly on his own account and, except as permitted by
paragraph 3 of this Agreement, Employee shall not become interested in any such
business, directly or indirectly, as an individual, partner, shareholder,
director, officer, principal, agent, employee, trustee, consultant, or in any
other relationship or capacity. For a period of two (2) years following
termination of employment for any reason, Employee shall not directly or
indirectly (i) engage or otherwise be involved in the recruitment or employment
of any Employer employee or, (ii) solicit or render any service directly or
indirectly to any other person or entity with regard to soliciting any customer
of the Employer during the two (2) year period prior to termination of
employment with respect to products or services competitive with products or
services of Employer. Employee shall at no time during or after employment
disclose to any person, other than Employer, or otherwise use any information of
or regarding Employer except on behalf of Employer, nor communicate, publish, or
otherwise transmit, in any manner whatsoever, untrue information or negative,
competitive, personal or other information or comments regarding Employer. In
addition, Employee agrees that all lists, materials, books, files, reports,
correspondence, records and other documents and information ("Employer
Materials") used, prepared or made available to Employee, shall be and shall
remain the property of Employer. Upon the termination of employment of Employee
or the expiration of this Agreement, whichever is earlier, all Employer
Materials shall be immediately returned to Trans-Lux Corporation, and Employee
shall not make or retain any copies thereof, nor disclose or otherwise use any
information relating to said Employer Materials to any other party. As used
herein the term Employer shall include Employer, Employer's subsidiaries and
affiliates, and any individuals employed or formerly employed by any of them.
Employer shall be entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in law or in equity,
to obtain damages for any breach of this Agreement, or to enjoin Employee from
any breach of this Agreement, but nothing herein contained shall be construed to
prevent Employer from pursuing such other remedies as Employer may elect to
invoke. In addition to the obligations of the Employee contained in this
Agreement, Employee agrees to be bound by the provisions contained in Exhibit A
to this Agreement after the latest non-disclosure.
8. In the event any provision of paragraph 7 of this Agreement shall
be held invalid or unenforceable by reason of the geographic or business scope
or the duration thereof, such invalidity or unenforceability shall attach only
to such provision and shall not affect or render invalid or unenforceable any
other provision of this Agreement, and this Agreement shall be construed as if
the geographic or business scope or the duration of such provision had been more
narrowly drawn so as not to be invalid or unenforceable.
9. The waiver by Employer of a breach of any provision of this
Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee.
10. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and served personally or sent by United States
certified or registered mail, return receipt requested, or overnight courier
such as Federal Express or Airborne to his address as stated on Employer's
records, in the case of Employee, or to the office of Trans-Lux Corporation,
attention of the Chairman, Vice Chairman of the Board or President, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, in the case of Employer, or such other
address as designated in writing by the parties.
11. This Agreement shall be construed in accordance with the laws of
the State of New York.
12. This instrument contains the entire agreement between the
parties.. It may not be changed, modified, extended or renewed orally except by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, discharge or extension is sought.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year above written.
TRANS-LUX CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By:___________________
President
/s/ ▇▇ ▇▇▇▇▇▇
___________________
▇▇ ▇▇▇▇▇▇