Exhibit 10.19
▇▇▇▇▇▇▇▇ CORPORATION
EMPLOYMENT AGREEMENT
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This agreement ("Agreement") has been entered into as of this 5th
day of February, 2003 (the "Effective Date"), by and between ▇▇▇▇▇▇▇▇
Corporation, a Missouri corporation ("▇▇▇▇▇▇▇▇"), and ▇▇▇ ▇. ▇▇▇▇▇▇, an
individual ("Hubble").
WHEREAS, ▇▇▇▇▇▇▇▇ currently employs Hubble as Chairman of the Board,
Chief Executive Officer and President of ▇▇▇▇▇▇▇▇; and
WHEREAS, ▇▇▇▇▇▇▇▇ and Hubble wish to more specifically define in
this Agreement the terms and conditions of Hubble's continuing employment with
the Company over the next two years as Hubble transitions from his current
positions with ▇▇▇▇▇▇▇▇ pursuant to a succession plan initially presented by
Hubble and approved by the Board of Directors of ▇▇▇▇▇▇▇▇ (the "Board").
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: TERM OF AGREEMENT. The term of this Agreement shall be for the
period commencing as of the Effective Date and ending on January 31, 2005 (the
"Term").
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 OFFICES AND POSITIONS; AUTHORITY AND DUTIES.
2.1(a) OFFICES AND POSITIONS; EMPLOYMENT PERIOD. Hubble will
continue to be employed by ▇▇▇▇▇▇▇▇ as Chairman of the Board, Chief Executive
Officer and President during the Term until such time as the Board determines,
in its sole discretion, that it has identified and hired an acceptable successor
to Hubble as Chief Executive Officer and President of ▇▇▇▇▇▇▇▇. Upon such
determination, Hubble will relinquish the offices and positions as Chief
Executive Officer and President of ▇▇▇▇▇▇▇▇ effective as of a date determined by
the Board. Hubble shall continue to be employed and serve as Chairman of the
Board of ▇▇▇▇▇▇▇▇ during the Term of this Agreement unless the Board determines,
in its sole discretion, that Hubble should relinquish the office and position of
Chairman of the Board in order to be retained as a consultant to ▇▇▇▇▇▇▇▇ for
the remainder of the Term of this Agreement. Any period during the Term of this
Agreement that Hubble is employed by ▇▇▇▇▇▇▇▇ as an executive officer or
retained as a consultant shall be referred to in this Agreement as the
"Employment Period."
2.1(b) GENERAL AUTHORITY AND DUTIES. Hubble shall have such
authority and shall perform such duties as are specified in the Bylaws of
▇▇▇▇▇▇▇▇ for the office(s) and position(s) in which he is then serving during
any given period, subject to the directions of the Board from time to time.
Hubble agrees to devote such of his time, attention and energy to the business
of ▇▇▇▇▇▇▇▇ as may be required to perform the duties and responsibilities of the
office(s) and position(s) in which he is then serving to the best of his
abilities and with reasonable diligence.
2.2 SPECIAL TRANSITION DUTIES. Hubble agrees that a significant
part of his duties and responsibilities to ▇▇▇▇▇▇▇▇ during the Term will
include, but not be limited to, the following: (i) the
identification, evaluation and recruitment of a candidate acceptable to the
Board to succeed to the offices and positions of Chief Executive Officer and
President of ▇▇▇▇▇▇▇▇, (ii) the training and preparation of such successor to
assume the performance of the duties and responsibilities of the Chief Executive
Officer and President of ▇▇▇▇▇▇▇▇, and (iii) the effective transfer and
transitioning of such duties and responsibilities to such successor as soon as
practicable after the hiring of such successor, but in no event later than the
end of the Term of this Agreement.
2.3 COMPENSATION AND BENEFITS.
2.3(a) ANNUAL BASE SALARY. Hubble's annual base salary during
the Employment Period will be $434,000 (the "Annual Base Salary"), payable in
equal or substantially equal semi-monthly installments in accordance with
Angelica's normal and customary payroll practices. The Annual Base Salary will
not be increased or decreased during the Term of this Agreement regardless of
the offices, positions, duties or responsibilities that Hubble has been assigned
by ▇▇▇▇▇▇▇▇ during any given period.
2.3(b) INCENTIVE BONUSES. In addition to the Annual Base
Salary, Hubble shall be awarded the opportunity to earn an incentive bonus on an
annual basis during the Employment Period ("Annual Incentive Bonus"). The Annual
Incentive Bonus during each year of the Employment Period shall range from 0 to
100% of Hubble's Annual Base Salary, with a target bonus equal to 50% of
Hubble's Annual Base Salary. Hubble will not be eligible to participate in any
other incentive plans and will not be eligible to earn any long-term bonuses or
incentive payments other than the Annual Incentive Bonus.
2.3(c) RESTRICTED STOCK. Hubble shall receive concurrent with
the Effective Date of this Agreement, a grant of a restricted stock award under
Angelica's 1994 Performance Plan and/or Angelica's 1999 Performance Plan equal
to the number of restricted shares of Common Stock (the "Restricted Shares")
determined by dividing $434,000 by the average closing price on the New York
Stock Exchange for a share of ▇▇▇▇▇▇▇▇ Common Stock during the ten consecutive
trading days commencing on January 22, 2003 and ending on February 4, 2003. The
Restricted Shares will fully vest at the close of business on January 31, 2005,
unless forfeited or vested sooner as set forth in this Agreement and the
Restricted Shares grant agreement. In the event that Hubble's employment is
terminated by ▇▇▇▇▇▇▇▇ for "Cause" (as defined in Section 3.3 of this Agreement)
or by Hubble for any reason other than death or Disability (as defined in this
Section 3.2 of this Agreement), the unvested Restricted Shares will be
immediately forfeited. In the event that Hubble's employment is terminated by
▇▇▇▇▇▇▇▇ for any reason other than "Cause" or as a result of Hubble's death or
Disability, all unvested Restricted Shares shall immediately vest. Hubble may
not sell the Restricted Shares until the Restricted Shares are vested but Hubble
shall be entitled to full dividend and voting rights with respect to the
Restricted Shares during such restricted period.
2.3(d) STOCK OPTIONS. Hubble received a special one-time grant
of options in January 1998 for 100,000 shares of ▇▇▇▇▇▇▇▇ Common Stock as an
inducement to his initial employment with ▇▇▇▇▇▇▇▇. The options, which have
fully vested, have an expiration date of January 2, 2005. As part of this
Agreement, Hubble's Non-Qualified Stock Option Agreement evidencing the option
award will be amended to extend the expiration date of the option from January
2, 2005 to January 31, 2006. The exercisability of all stock options held by
Hubble: (A) at the completion of the Term of this Agreement, (B) upon the
termination of the Employment Period prior to the completion of the Term of this
Agreement pursuant to Hubble's death or Disability (as defined in Section 3.2 of
this Agreement), or (C) upon the termination of the Employment Period prior to
the completion of the Term of this Agreement by ▇▇▇▇▇▇▇▇
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for any reason other than Cause (as defined in Section 3.3 of this Agreement),
will be extended through January 31, 2006.
2.3(e) STOCK-BASED AWARDS UNDER PERFORMANCE PLANS OR OTHER
PLANS. Except for the grant of the Restricted Shares referenced in Section
2.3(c) of this Agreement, Hubble shall not be eligible during the Employment
Period to receive stock-based grants or awards under Angelica's 1994 Performance
Plan, 1999 Performance Plan or any other plan adopted by ▇▇▇▇▇▇▇▇ in the future
that authorizes the grant or award of stock-based compensation to executive
officers and employees of ▇▇▇▇▇▇▇▇.
2.3(f) STOCK BONUS AND INCENTIVE PLAN. During the Employment
Period, Hubble will be eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to the
terms and conditions of such plan.
2.3(g) RETIREMENT SAVINGS PLAN. During the Employment Period,
Hubble will be eligible to participate in Angelica's Retirement Savings Plan
(the "401(k) Plan"), based on current eligibility requirements and subject to
the terms and conditions of the 401(k) Plan.
2.3(h) PENSION AND SUPPLEMENTAL PLANS. During the Employment
Period, Hubble will be eligible to participate in Angelica's "defined benefit"
Pension Plan, based on current eligibility requirements and subject to the terms
and conditions of such Pension Plan, and in Angelica's Supplemental Plan at the
maximum percentage of 50% of Hubble's "final average compensation" (as defined
in such Supplemental Plan) and subject to the terms and conditions of such
Supplemental Plan. In addition, that certain Retirement Benefit Agreement dated
January 1, 1998 (the "Retirement Benefit Agreement") by and between Hubble and
▇▇▇▇▇▇▇▇ will remain in full force and effect.
2.3(i) WELFARE BENEFIT PLANS. During the Employment Period,
Hubble and his spouse will be eligible for participation in and will receive all
benefits under the welfare benefit plans, practices, policies and programs
provided by ▇▇▇▇▇▇▇▇ to its employees, including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs.
2.3(j) EXPENSES. During the Employment Period, Hubble will be
eligible to receive prompt reimbursement for all reasonable expenses incurred by
Hubble in the scope of his business activities on behalf of ▇▇▇▇▇▇▇▇ in
accordance with the policies, practices and procedures at least equivalent to
those currently applied by ▇▇▇▇▇▇▇▇ to Hubble.
2.3(k) OFFICE AND SUPPORT STAFF. During the Employment Period,
Hubble will be entitled to an office or offices of a size and with furnishings
and other appointments, and to personal secretarial and other assistance at
least equivalent to those currently provided by ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇.
2.3(l) VACATION. During the Employment Period, Hubble will be
entitled to be paid for vacation time in accordance with the plans, policies,
programs and practices at least equivalent to those currently applied by
▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇.
SECTION 3: TERMINATION OF EMPLOYMENT.
3.1 DEATH. Hubble's employment with ▇▇▇▇▇▇▇▇ shall terminate
automatically upon Hubble's death during the Employment Period.
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3.2 DISABILITY. If ▇▇▇▇▇▇▇▇ determines in good faith that the
Disability (as defined in this Section 3.2 below) of Hubble has occurred during
the Employment Period, ▇▇▇▇▇▇▇▇ may give written notice to Hubble in accordance
with Section 6.1 of this Agreement of its intention to terminate Hubble's
employment with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇'▇ employment with ▇▇▇▇▇▇▇▇ shall terminate
effective on the 30th day after receipt of such notice by Hubble, provided that
within the 30-day period after receipt, Hubble shall not have returned to the
full-time performance of his duties with ▇▇▇▇▇▇▇▇. For purposes of this
Agreement, "Disability" shall mean that Hubble has been unable to perform the
duties and responsibilities then-required of him under this Agreement on a
full-time basis for a period of 180 consecutive business days by reason of a
physical or mental condition. Disability shall be deemed to exist when certified
by a physician or physicians selected by ▇▇▇▇▇▇▇▇ who are acceptable to Hubble
or Hubble's legal representative, such agreement as to acceptability not to be
unreasonably withheld. Hubble will submit to such medical or psychiatric
examinations or tests as such physician or physicians deem necessary to make any
such determination as to Disability.
3.3 CAUSE. ▇▇▇▇▇▇▇▇ may terminate Hubble's employment with
▇▇▇▇▇▇▇▇ for "Cause" (as defined in this Section 3.3) at any time during the
Employment Period upon delivery of written notice of termination for "Cause"
from ▇▇▇▇▇▇▇▇ to Hubble in accordance with Section 6.1 of this Agreement but
only after Hubble is given an opportunity to appear before the Board, with legal
counsel, to present any facts he considers relevant to the Board's determination
and the Board makes a good faith determination that "Cause" as cited in the
notice of termination was shown. For purposes of this Agreement, "Cause" shall
mean: (i) Hubble's willful and continued failure to substantially perform his
duties and responsibilities with ▇▇▇▇▇▇▇▇ (other than as a result of incapacity
due to a physical or mental condition), after a written demand for substantial
performance is delivered by ▇▇▇▇▇▇▇▇ to Hubble in which there is a specific
identification of the manner in which Hubble is not substantially performing his
duties and responsibilities; (ii) Hubble's commission of an act constituting a
criminal offense involving moral turpitude, dishonesty or breach of trust; or
(iii) Hubble's material breach of any provision of this Agreement. For purposes
of this Agreement, no act or failure to act by Hubble shall be considered
"willful" unless done or omitted to be done without good faith or without a
reasonable belief by Hubble that the act or omission was in the best interests
of ▇▇▇▇▇▇▇▇.
3.4 OTHER TERMINATIONS. At any time during the Employment
Period, ▇▇▇▇▇▇▇▇ may terminate Hubble's employment with ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ may
terminate his employment with ▇▇▇▇▇▇▇▇ for any reason (other than for the
reasons set forth in Sections 3.1 through 3.3 of this Agreement) upon the
delivery of a written notice of termination in accordance with Section 6.1 of
this Agreement delivered by the terminating party to the other party, subject to
the terms and conditions set forth in Article 4 of this Agreement.
SECTION 4: CERTAIN PAYMENTS AND BENEFITS UPON TERMINATION.
4.1 TERMINATION BY ▇▇▇▇▇▇▇▇ WITHOUT CAUSE. If ▇▇▇▇▇▇▇▇ terminates
Hubble's Employment Period at any time during the Term for any reason other
than Cause, death or Disability, Hubble shall be entitled to the following:
4.1(a) ACCRUED OBLIGATIONS. Within 30 days after the
termination of the Employment Period, ▇▇▇▇▇▇▇▇ shall pay to Hubble the sum of
(i) Hubble's Annual Base Salary through the last day of the Employment Period,
and (ii) any vacation pay accrued through the last day of the Employment Period,
each to the extent not previously paid to Hubble by ▇▇▇▇▇▇▇▇. In addition, on
the date that the Annual Incentive Bonuses are otherwise paid to executive
officers of ▇▇▇▇▇▇▇▇ for the fiscal year in which the last day of the Employment
Period occurred, Hubble will be paid an amount equal to the product
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of the "Termination Year Maximum Bonus" (as that term is defined in this Section
4.1(a)) multiplied by a fraction, the numerator of which is the number of days
during the fiscal year during which Hubble was employed by ▇▇▇▇▇▇▇▇ and the
denominator of which is 365. For purposes of this Agreement, the term
"Termination Year Maximum Bonus" means the Annual Incentive Bonus that would
have been paid to Hubble for the fiscal year in which the last day of the
Employment Period occurred, assuming that the Employment Period had continued
through the end of such fiscal year and Hubble had earned his maximum Annual
Incentive Bonus for such fiscal year.
4.1(b) COMPENSATION CONTINUATION. After the termination of the
Employment Period, on a semi-monthly basis in accordance with Angelica's normal
and customary payroll practices, ▇▇▇▇▇▇▇▇ shall pay Hubble the "Monthly
Continuation Compensation" (as defined in this Section 4.1(b) for each month (or
partial month on a prorated basis) remaining in the Term of this Agreement after
the termination of the Employment Period. ▇▇▇▇▇▇▇▇ may at any time elect to pay
the balance of such payments then remaining in a lump sum, in which the total of
such lump-sum payment is discounted to its present value on the basis of the
applicable Federal short-term monthly rate for the month in which such lump-sum
payment is to be made as determined in accordance with Section 1274(d) of the
Internal Revenue Code of 1986, as amended. For purposes of this Agreement,
"Monthly Continuation Compensation" shall mean the sum of Hubble's Annual Base
Salary and Termination Year Maximum Bonus as of the last day of the Employment
Period divided by 12.
4.1(c) MEDICAL AND HEALTH BENEFIT CONTINUATION. Through the
remainder of the Term of this Agreement and for ten years thereafter and without
cost to Hubble and his spouse, ▇▇▇▇▇▇▇▇ shall continue to provide medical and
health benefits to Hubble and his spouse that are at least equivalent to those
which were being provided to Hubble and his spouse on the last day of the
Employment Period; provided, however, that if Hubble or his spouse commences
employment with another employer and receives medical or health benefits under
another employer-provided plan or is otherwise covered by Medicare or similar
medical and health benefits, the medical and health benefits described in this
Section 4.1(c) shall be secondary to those provided under such other plans
during the applicable period of eligibility.
4.1(d) VESTING OF RESTRICTED STOCK AND STOCK OPTIONS; EXTENSION
OF PERIOD OF EXERCISABILITY FOR STOCK OPTIONS. All unvested stock options and
all unvested shares of Restricted Stock and any restricted "Matching Shares" and
"Elected Shares" (as each term is defined in Angelica's Stock Bonus and
Incentive Plan) held by or on behalf of Hubble on the last day of the Employment
Period will immediately vest. The exercisability of all stock options held by
Hubble on the last day of the Employment Period will be extended through January
31, 2006.
4.1(e) OTHER BENEFITS. To the extent not previously paid or
provided, ▇▇▇▇▇▇▇▇ shall timely pay or provide to Hubble or his beneficiaries
any other amounts or benefits required to be paid or provided that Hubble or his
beneficiaries is eligible to receive at such time under any other plan, program,
policy, practice, contract or agreement of ▇▇▇▇▇▇▇▇.
4.2 TERMINATION BY DEATH, DISABILITY OR RETIREMENT AT THE END
OF THE TERM. If Hubble's Employment Period terminates due to Hubble's death or
Disability during the Term of this Agreement or upon his retirement at the end
of the Term of this Agreement, Hubble shall be entitled to the following:
4.2(a) ACCRUED OBLIGATIONS. Within 30 days after the
termination of Hubble's employment, ▇▇▇▇▇▇▇▇ shall pay to Hubble the sum of (i)
Hubble's Annual Base Salary through the last day
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of the Employment Period, and (ii) any vacation pay accrued through the last day
of the Employment Period, each to the extent not previously paid to Hubble by
▇▇▇▇▇▇▇▇.
4.2(b) MEDICAL AND HEALTH BENEFIT CONTINUATION. For ten years
after the termination of the Employment Period and without cost to Hubble and
his spouse, ▇▇▇▇▇▇▇▇ shall continue to provide medical and health benefits to
Hubble and his spouse that are at least equivalent to those which were being
provided to Hubble and his spouse on the last day of the Employment Period;
provided, however, that if Hubble or his spouse commences employment with
another employer and receives medical or health benefits under another
employer-provided plan or is otherwise covered by Medicare or similar medical
and health benefits, the medical and health benefits described in this Section
4.2(b) shall be secondary to those provided under such other plans during the
applicable period of eligibility.
4.2(c) VESTING OF RESTRICTED STOCK AND STOCK OPTION; EXTENSION
OF PERIOD OF EXERCISABILITY FOR STOCK OPTIONS. All unvested stock options and
all unvested shares of Restricted Stock and any restricted "Matching Shares" and
"Elected Shares" (as each term is defined in Angelica's Stock Bonus and
Incentive Plan) held by or on behalf of Hubble on the last day of the Employment
Period will immediately vest. The exercisability of all stock options held by
Hubble on the last day of the Employment Period will be extended through
January 31, 2006.
4.2(d) OTHER BENEFITS. To the extent not previously paid or
provided, ▇▇▇▇▇▇▇▇ shall timely pay or provide to Hubble or his beneficiaries
any other amounts or benefits required to be paid or provided that Hubble or his
beneficiaries is eligible to receive at such time under any other plan, program,
policy, practice, contract or agreement of ▇▇▇▇▇▇▇▇.
4.3 TERMINATION BY ▇▇▇▇▇▇▇▇ FOR CAUSE AND TERMINATION BY HUBBLE
FOR ANY REASON OTHER THAN DEATH OR DISABILITY. If ▇▇▇▇▇▇▇▇ terminates the
Employment Period during the Term of this Agreement for Cause or if Hubble
terminates the Employment Period during the Term of this Agreement for any
reason other than death or Disability, this Agreement will terminate without
further obligation to Hubble except the following:
4.3(a) ACCRUED OBLIGATIONS. Within 30 days after the
termination of Hubble's employment, ▇▇▇▇▇▇▇▇ shall pay to Hubble the sum of (i)
Hubble's Annual Base Salary through the last day of the Employment Period,
and (ii) any vacation pay accrued through the last day of the Employment
Period, each to the extent not previously paid to Hubble by ▇▇▇▇▇▇▇▇.
4.3(b) OTHER BENEFITS. To the extent not previously paid or
provided, ▇▇▇▇▇▇▇▇ shall timely pay or provide to Hubble or his beneficiaries
any other amounts or benefits required to be paid or provided that Hubble or his
beneficiaries is eligible to receive at such time under any other plan, program,
policy, practice, contract or agreement of ▇▇▇▇▇▇▇▇.
4.4 FULL SETTLEMENT. Angelica's obligation to make payments or
to provide benefits and to otherwise perform its obligations under this
Agreement shall be in full settlement of all claims that Hubble or his
beneficiaries may have against ▇▇▇▇▇▇▇▇ for termination of Hubble's employment
with ▇▇▇▇▇▇▇▇. Angelica's obligations to make payments, provide benefits or
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which ▇▇▇▇▇▇▇▇
may have against Hubble or others. In no event shall Hubble be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to Hubble under any of the provisions of this Agreement and, except as
specifically set forth in Sections 4.1(c) and 4.2(b), such amounts will not be
reduced whether or not Hubble obtains other employment. ▇▇▇▇▇▇▇▇ agrees to pay
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promptly as incurred, to the full extent permitted by law, all legal fees and
expenses that Hubble may reasonably incur as a result of a contest (regardless
of the outcome thereof) by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or others as to the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by Hubble
regarding the amount of any payment pursuant to the Agreement), plus in each
case interest on any delayed payment at the applicable Federal rate provided in
Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the period
beginning on the date that the Employment Period terminates and ending two year
thereafter, Hubble shall not, either for himself or on behalf of any person,
firm or corporation (whether for profit or otherwise) serve, through any
commercial venture or otherwise, as a partner, officer, director, stockholder,
advisor, employee, consultant, agent, salesman, venturer or otherwise, in a
business enterprise in the United States, Canada or any other country in which
▇▇▇▇▇▇▇▇ does business that is in substantial direct competition with the
business being conducted by ▇▇▇▇▇▇▇▇ on the last day of the Employment Term.
This requirement, however, will not limit Hubble's right to make passive
investments in the capital stock or other equity securities (not in excess of 5%
of the total outstanding capital stock or equity securities) of any corporation
regularly traded on any public securities exchange. In addition, notwithstanding
this Section 5.1, if Hubble is terminated by ▇▇▇▇▇▇▇▇ without Cause, then Hubble
will not be subject to the restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Hubble acknowledges that he
holds in a fiduciary capacity for the benefit of ▇▇▇▇▇▇▇▇ all secret or
confidential information, knowledge or data relating to ▇▇▇▇▇▇▇▇ or any of its
affiliated companies, and their respective businesses, which has been and will
continue to be obtained during his employment with ▇▇▇▇▇▇▇▇ and which will not
be or has not become public knowledge (other than by acts of Hubble or
representatives of Hubble in violation of this Agreement). Upon termination of
the Employment Period, Hubble will not, without the prior written consent of
▇▇▇▇▇▇▇▇, or as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other than ▇▇▇▇▇▇▇▇
and those persons designated by ▇▇▇▇▇▇▇▇ in advance of the disclosure. In no
event shall an asserted violation of this Section 5.2 constitute a basis for
deferring or withholding any amounts otherwise payable to Hubble under this
Agreement.
5.3 REASONABLENESS OF RESTRICTIONS. Hubble agrees that the
restrictions and the period and/or areas of restriction, as set forth in Section
5, are reasonably required for the protection of ▇▇▇▇▇▇▇▇ and its business, as
well as the continued protection of Angelica's employees. If any one or more of
the covenants, agreements or provisions contained herein shall be held to be
contrary to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held invalid,
then such particular covenant, agreement or provision shall be null and void and
shall be deemed separable from the remaining covenants, agreements and
provisions, and shall in no way affect the validity of any of the other
covenants, agreements and provisions hereof. The parties hereto agree that in
the event that either the length of time or the geographic area set forth in
Section 5.1 is deemed too restrictive in any court proceeding, the court may
reduce such restrictions to those which it deems reasonable under the
circumstances.
5.4 EQUITABLE RELIEF. Any action by Hubble contrary to the
restrictive covenants contained in this Section 5 may as a matter of course be
restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law. In
the event of the breach of Hubble's covenants as set forth in this Section 5 and
Angelica's obtaining of injunctive relief, the period of restrictions set forth
herein shall commence from the date of the issuance of the order which enjoins
such activity.
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SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below; provided that all notices to ▇▇▇▇▇▇▇▇
shall be directed to the attention of the General Counsel, or to such other
address as one party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
Notice to Hubble
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▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Notice to ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
6.2 WAIVER. Hubble's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right Hubble or ▇▇▇▇▇▇▇▇ may have hereunder shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement and shall not operate or be construed as a waiver of any subsequent
breach of the same provision.
6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and inure
to the benefit of any successor of ▇▇▇▇▇▇▇▇ and any such successor shall be
deemed to be substituted for ▇▇▇▇▇▇▇▇ under the terms of this Agreement.
▇▇▇▇▇▇▇▇ shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of ▇▇▇▇▇▇▇▇ to assume expressly and agree to perform the
provisions of this Agreement as if no such succession had taken place. As used
in this Agreement, "▇▇▇▇▇▇▇▇" shall mean ▇▇▇▇▇▇▇▇ as hereinbefore defined or any
successor to Angelica's business and/or assets which assumes and agrees to
perform this Agreement.
6.5 ENTIRE AGREEMENT. Except as set forth in the last sentence
of this Section 6.5, this Agreement contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes any prior written or
oral agreements, understandings, discussions or negotiations with respect
thereto, including but not limited to that certain Employment Agreement dated
December 12, 1997 by and between Hubble and ▇▇▇▇▇▇▇▇ and relating to Hubble's
employment by ▇▇▇▇▇▇▇▇. The Retirement Benefit Agreement referenced in Section
2.3(h) of this Agreement and any other contracts or agreements contemplated to
continue by the terms of this Agreement shall not be superseded by this
Agreement.
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6.6 WITHHOLDING. ▇▇▇▇▇▇▇▇ may withhold from any amounts
payable to Hubble under this Agreement any Federal, state or local taxes as
shall be required to be withheld under applicable law or regulation.
IN WITNESS WHEREOF, Hubble and ▇▇▇▇▇▇▇▇, pursuant to the
authorization from its Board, have caused this Agreement to be executed in its
name on its behalf, all as of the day and year first above written.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Don W. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Chairman, Compensation and Organization Committee
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President, General Counsel and Secretary
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