Exhibit 10.06
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and
entered into as of the 28th day of February, 1994, by and
between PARK ELECTROCHEMICAL CORP., a New York corporation
(hereinafter called the "Company"), having an office at ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called "Shore") , residing at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇.
W I T N E S S E T H
WHEREAS, Shore has been an employee of the company since
1954 and has served in one or more of the capacities of
Chairman of the Board, President and Chief Executive Officer
of the Company since 1954;
WHEREAS, the Company and Shore have previously executed
and delivered an Agreement, dated December 12, 1984 (the
"Original Agreement"), relating to the employment of Shore
by the Company; and
WHEREAS, the Company and Shore wish to modify certain of
the terms and conditions of the Original Agreement by
amending and restating the original Agreement;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Position; Term. The Company hereby employs Shore and
Shore hereby accepts employment and agrees to serve the
Company as its chief executive officer for a term commencing
on the date hereof and ending on February 28, 1999, which
period shall be automatically extended on February 29, 1995
and on each subsequent February 28 or February 29, as the
case may be, by an additional one year unless, on or before
the preceding March 1 the Board of Directors of the Company
(the "Board of Directors") shall determine otherwise and
shall so notify Shore. If the Board of Directors shall so
determine and shall so notify Shore, then the term of this
Agreement shall end four years from the February 28 or
February 29, as the case may be, subsequent to such
determination and notification. As used in this Agreement,
the term employment term" shall mean, as of any date, the
then current term of Shore's employment determined in
accordance with this paragraph 1.
2. Duties; Location. Shore shall have the titles of
Chairman of the Board, President and Chief Executive officer
of the Company during the employment term and such offices
shall have the responsibilities as provided in the By-laws
of the Company as in effect on the date hereof and Shore
shall perform the duties and services incident to his
positions. Shore shall be entitled to relinquish one or
more of such titles, so long as he retains at least one of
such titles and performs the duties and services incident to
the positions) for which he retains the title(s) . Shore's
primary place of employment will be located within the
Village of Lake Success, New York or such other location in
Nassau County, New York as may be acceptable to Shore.
3. Principal Occupation; Competition. (a) Shore shall
devote his full time, effort and attention during regular
business hours to the business and affairs of the Company.
(b) During the employment term, Shore shall not,
without the prior permission of the Board of Directors,
directly or indirectly engage or be interested in any other
business enterprise which is competitive with the Company;
provided, however, that nothing in this Agreement shall
restrict Shore from owning or dealing in investments or
securities except for those relating to any business which
has any business relations with the Company or which is
competitive with the Company, unless the securities of such
business are listed on a national securities exchange or
traded in the over-the-counter market and the interest of
Shore does not exceed one (1%) percent of the outstanding
securities of that business or unless, in each instance,
prior written permission of the Board of Directors has been
obtained.
4. Compensation; Benefits. In consideration of the
duties and services to be rendered hereunder, the Company
shall pay to Shore and Shore shall accept the compensation
and benefits hereinafter provided.
(a) The Company shall pay Shore a base salary at the
rate of $350,000 per year or such other greater amount as
shall be determined from time to time by the Board of
Directors or the CEO Compensation Committee of the Board of
Directors (the "base salary"), payable in as nearly equal
weekly installments as is practicable, or in such other
manner as shall be mutually agreeable to Shore and the
Company. The CEO Compensation Committee of the Board of
Directors shall review Shore's base salary at least annually
during the employment term not later than July 31 of each
year subsequent to 1994 and shall take any action such
Committee considers appropriate to increase the base salary.
(b) As additional compensation, the Company shall
pay Shore an amount ("additional compensation") equal to two
and one-half percent (2-1/2%) of the After-Tax Net Earnings
(as defined below) of the Company for any Fiscal Year in
excess of an amount equal to ten (10%) percent of
Stockholder's Equity (as defined below) of the Company for
such Fiscal Year, which additional compensation shall not,
in any event, exceed $250,000 per year.
(c) For purposes of this Agreement, the following
shall apply:
(i) The term "After-Tax Net Earnings"
shall mean the consolidated net earnings of
the Company and its subsidiaries after all
taxes, for the applicable period, determined
by Ernst & Young or any other firm of indepen
dent certified public accountants of
recognized national standing selected by the
Company (the "Accountants"), in accordance
with generally accepted accounting principles
consistently applied. Without limiting the
generality of the foregoing, all base salary
(but not additional compensation) and the
benefits and expenses paid to or accrued for
the benefit of Shore with respect to such
period by the Company pursuant to this
Agreement shall be deducted in determining
After-Tax Net Earnings.
(ii) The term "Stockholders' Equity" for
a Fiscal Year shall mean the stockholders,
equity of the Company as at the beginning of
each such Fiscal Year, as determined by the
Accountants by reference to the audited
consolidated balance sheet of the Company and
its subsidiaries as at the end of the
immediately preceding Fiscal Year as included
in the Annual Report on Form 10-K of the
Company and, in each case, determined in
accordance with generally accepted accounting
principles consistently applied.
(iii) The term "Fiscal Year" shall
mean the fiscal year of the Company,
commencing with the fiscal year starting
March 1, 1993. Should the employment term
terminate on any date other than the last day
of a Fiscal Year, then the additional
compensation shall be based upon the full
Fiscal Year in which termination of the
employment term shall have occurred, but
shall be prorated in the proportion that the
number of calendar months of such Fiscal Year
which shall have elapsed at the time of
termination of the employment term (including
the month of termination of the employment
term) bears to 12.
(iv) Computations of After-Tax Net
Earnings and Stockholders' Equity shall be
determined by the Accountants within ninety
(90) days after the end of each Fiscal Year.
The Company shall furnish to Shore a
reasonably detailed computation of the amount
of additional compensation to which Shore is
entitled. Such additional compensation shall
be payable on or before twenty (20) days
after the computations of After-Tax Net
Earnings and Stockholders' Equity. The
Company's audited financial statements for
each Fiscal Year prepared by the Accountants
shall be conclusive and binding on the
Company and Shore with respect to
computations of After-Tax Net Earnings.
(d) It is contemplated that, during the employment
term and the consulting period (as hereinafter defined),
Shore may be required to incur out-of-pocket expenses in
connection with the performance of his duties hereunder and
in promoting the business of the Company and its
subsidiaries, including expenses incurred for travel and
business entertainment. Accordingly, the Company shall pay,
or reimburse Shore for, all reasonable out-of-pocket
expenses incurred by Shore in connection with the
performance of his duties hereunder.
(e) In recognition that Shore will be required to do
a considerable amount of local driving in connection with
his duties hereunder, the Company shall, during the
employment term and the consulting period (as hereinafter
defined), provide Shore with the full-time use of one (1)
new or late-model automobile comparable to that provided by
the Company to Shore as of the date of this Agreement.
In addition, the Company shall pay, or reimburse Shore for,
all expenses incident to Shore's operation of such
automobile, including, without limitation, gasoline, oil,
repairs, maintenance, parking expenses and such insurance as
Shore reasonably deems appropriate.
(f) During the employment term and the consulting
period (as hereinafter defined), Shore shall be entitled to
participate in all life insurance, medical insurance,
disability insurance, retirement, pension, profit-sharing,
stock option or other benefits presently or during the
employment term and the consulting period (as hereinafter
defined) made available by the Company to its senior
executive officers. without limiting the generality of the
foregoing, the Company shall maintain in effect during the
employment term and the consulting period (as hereinafter
defined) life insurance and medical insurance coverage for
the benefit of Shore and his family, at least equal to the
coverage provided as of the date of execution of this
Agreement. Notwithstanding any other provisions of this
Agreement, the Company shall continue to provide medical
insurance coverage, including, without limitation, major
medical, hospitalization and dental coverage, to Shore and
his family, at least equal to the coverage provided as of
the date of this Agreement, subsequent to the employment
term hereunder at all time during Shore's lifetime
including, without limitation, during the consulting period
contemplated by paragraph 5 hereof and subsequent to Shore's
retirement as a consultant, and if Shore's wife shall
survive him, the Company shall continue to provide such
insurance coverage for Shore's wife during her lifetime.
(g) Shore shall be entitled, during the employment
term, to four (4) weeks vacation during each twelve (12)
month period, such vacation to be taken at such time or
times as shall be mutually agreeable to Shore and to the
Company. Such vacation shall be forfeited to the extent not
utilized during the applicable twelve (12) month period.
(h) Pursuant to the original Agreement, the Company
previously issued to Shore a non-qualified stock option to
purchase an aggregate of 50,000 shares of the Company's
Common Stock exercisable in whole at any time or in part
from time to time commencing upon the date a stock option
plan and agreement was approved by the holders of a majority
of the Company's outstanding Common Stock entitled to vote
and in accordance with such plan and agreement. This
Agreement shall not in any respect modify Shore's rights in
respect of such option.
(i) Each year during the employment term and the
consulting period (as hereinafter defined), an amount equal
to the excess of (i) the sum of (x) the amount contributed
by the Company to the Park Electrochemical Corp. Employees,
Profit-Sharing Plan, as amended (the 'Plan"), for such year
plus (y) any amounts forfeited by other participants in the
Plan during such year, which sum, but for the limitations
imposed by section 415 of the Internal Revenue Code of 1986,
as amended, and by Section 4.14 of the Plan, would have been
allocated to Shore's account under the Plan, over (ii) the
amount of contributions and forfeitures actually credited to
Shore's account for such year, shall be credited by the
Company to the separate account previously established and
currently maintained by the Company for shore pursuant to
the Original Agreement (the "Account"). In addition,
interest shall be credited annually to the Account at the
same rate as net income, gains or profits are earned on the
Plan assets. Payments to Shore from the Account shall be
made as and when distributions are made to Shore from the
Plan and in the same proportion of the Account which the
Plan distribution bears to Shore's account balance under the
Plan. The parties recognize and agree that the payments to
be made by the Company to Shore from the Account are
unsecured obligations of the Company, that Shore is only a
general creditor of the Company in that respect and that the
amounts in the Account are assets of the Company which are
available to satisfy the claims of the Company's creditors
generally.
5. Consultancy. At any time after the date hereof
Shore shall have the right, to be exercised as herein
provided, to retire from full-time employment with the
Company and become a consultant. Upon the effective date of
such retirement and for a period of five years thereafter
(the "consulting period"), Shore shall make himself
available to advise and consult with officers and other
employees of the Company so that the Company may continue to
have the benefit of his experience and knowledge of the
affairs of the Company and of his reputation and contacts in
the industries in which the Company is engaged in business.
During the consulting period, Shore shall be available to
officers and other employees of the Company from time to
time and at reasonable times by telephone, mail or in
person; provided, however, that his failure to give advice
and counsel by reason of illness or absence due to travel or
any other reasons, except continuous willful refusal, shall
not affect his right to receive compensation during the
consulting period. Shore shall be free, during the
consulting period, to devote the balance of his time and
attention to such other business enterprises or activities
as he may see fit, subject to the restrictive covenant
hereinafter contained. During the consulting period,
Shore's compensation shall be equal to sixty (60%) percent
of the base salary in effect at the time of Shore's
retirement from full-time employment and, except as
otherwise specifically provided herein, he shall not be
entitled to additional compensation with respect to any
period after the date of his retirement from full-time
employment. Commencing on the first anniversary of Shore's
retirement from full-time employment and on each subsequent
anniversary of Shore's retirement from full-time employment
during the consulting period, Shore's compensation pursuant
to this paragraph 5 shall be adjusted to take account of
increases in the cost of living during the consulting period
by increasing Shore's compensation during the consulting
period by that percentage which shall equal the percentage
by which the Consumer Price Index-All Urban Consumers
published by the United States Department of Labor (or any
successor or similar index if such Consumer Price Index
shall no longer be published) most recently available on
such anniversary of Shore's retirement shall exceed the
Consumer Price Index-All Urban Consumers most recently
available one year prior to such anniversary. All of the
other provisions of this Agreement, including the benefits
pursuant to paragraph 4(d) and (e) and the insurance
benefits pursuant to paragraph 4(f), shall be applicable
during the consulting period; provided, however, that, if
Shore shall die during the consulting period, the provisions
of paragraph 6 hereof shall become applicable and shall
replace all of the terms and provisions of this paragraph 5
and in the event of the disability (as defined in paragraph
7 hereof) of Shore for a period of 12 consecutive months
during the consulting period, the provisions of paragraph 7
hereof shall become applicable and shall replace all of the
terms and provisions of this paragraph 5.
Shore's right to retire from full-time employment shall be
invoked by a written notice to the Company to that effect,
specifying an effective date (on the first day of a month),
not less than ninety days from the date such notice is
given, as of which he desires to retire from full-time
employment with the Company. on such effective date,
Shore's duties as a consultant and advisor shall commence on
the terms and conditions herein provided.
6. Death. In the event of the death of Shore during the
employment term or the consulting period, the employment or
consultancy, as the case may be, of Shore hereunder shall
terminate without any further liability of the Company to
Shore except (a) as provided in paragraph 4(f) hereof with
respect to health insurance coverage for Shore's wife, (b)
payment of unreimbursed expenses incurred by Shore prior to
his death, (c) payment of base salary and additional
compensation, if any, or consultant compensation, as the
case may be, computed up to the end of the month following
the month in which Shore's death occurs, (d) if Shore's
death occurs during the employment term, the Company shall
pay Shore's wife, or such other beneficiary as he may
designate in writing (or failing such designation, to his
estate), an amount equal to sixty percent (60%) of the base
salary that otherwise would have been payable to Shore for
the remainder of the employment term in effect on the date
of his death, such amount to be payable in equal monthly
installments over the remainder of such employment term, (e)
if Shore's death occurs during the consulting period, the
Company shall pay Shore's wife, or such other beneficiary as
he may designate in writing (or failing such designation, to
his estate), an amount equal to sixty percent (60%) of the
base salary as in effect immediately prior to the
commencement of the consulting period for the remainder of
the consulting period in effect on the date of his death,
such amount to be payable in equal monthly installments over
the remainder of such consulting period, and (f) if Shore's
wife shall be living on the last day of the employment term
in effect on the date of his death or the consulting period
in effect on the date of his death, as the case may be, then
the Company shall make payments to Shore's wife, in as
nearly equal weekly installments as is practicable, or in
such other manner as shall be mutually agreeable to Shore's
wife and the Company, at a rate equal to sixty percent (60%)
of Shore's base salary (as in effect at the date of Shore's
death, if he dies during the employment term, or as in
effect immediately prior to commencement of the consulting
period, if he dies during the consulting period), for the
remainder of her life.
7. Disability. (a) In the event of the disability (as
defined below) of Shore for a period of twelve (12) consecu
tive months during the employment term or consulting period,
the employment or consulting, as the case may be, of Shore
hereunder shall terminate without further liability of the
Company to Shore, except that (i) the Company shall pay
Shore an amount equal to sixty (60%) percent of the base
salary for the balance of the employment term or the
consulting period, as the case may be, (ii) the Company
shall pay Shore his additional compensation, if any,
computed up to the end of the month following the month in
which Shore became disabled, (iii) the provisions regarding
benefits pursuant to paragraph 4(d) and (e) and regarding
the insurance benefits pursuant to paragraph 4(f) shall
remain applicable for the balance of the employment term or
the consulting period, as the case may be, and thereafter as
provided in paragraph 4(f) hereof, and (iv) in the event
Shore shall remain disabled beyond the employment term or
the consulting period, as the case may be, the Company shall
pay Shore $10,000 per month until the earlier of the (x) the
death of Shore, or (y) the termination of Shore's
disability.
(b) For purposes of this Agreement, the term
disability shall mean Shore's inability, because of illness
or incapacity, physical or mental, to perform substantially
all of the duties and services to be performed by him
hereunder. The determination of a physician jointly
appointed by the Company and Shore or any member of his
immediate family as to whether or not Shore has become
disabled shall be conclusive and finding on the Company and
Shore.
(c) Nothing herein contained shall prevent the
Company from satisfying its obligations to Shore or his wife
hereunder by means of the purchase of insurance upon terms
and conditions acceptable to Shore or, if Shore is deceased,
acceptable to his wife, provided that the Company shall
remain liable to Shore or his wife, as the case may be, for
the benefits herein provided to the extent that any insurer
fails to pay the full amounts required under this Agreement.
8. Non-Exclusive. The benefits provided in this
Agreement hall not be exclusive and shall not prejudice or
limit any plan or policy of the Company which may hereafter
be granted by action of the Board of Directors.
9. Certain Computations. In the event of the
termination of the employment term, the consulting period,
Shore's employment hereunder or Shore's consultancy
hereunder on any date other than the last day of a Fiscal
Year, including, without limitation, by reason of the death
or disability of Shore, the additional compensation, if any,
required to be paid need not be paid by the Company until
thirty (30) days after the computation of the amount in
accordance with paragraph 4(c)(iv). The Company shall not
be required to make any computation with respect to After-
Tax Net Earnings or stockholder's Equity except after the
end of any Fiscal Year. If a computation with respect to
After-Tax Net Earnings shall be required for a period of
less than a Fiscal Year, such computation may be made by
taking a proportionate part of that particular Fiscal Year.
10. Trade Secrets; Confidentiality. Shore recognizes
and acknowledges that confidential information of various
kinds, including lists of the Company's customers and
vendors, as they may exist, from time to time, and other
trade secrets, are valuable, special and unique assets of
the Company's business. Shore shall not, during or after
his employment, except in accordance with his employment,
disclose or cause or permit to be disclosed any list or
similar means of identification of the Company's customers
or vendors or other trade secrets to any person, firm,
corporation, association or other entity for any reason or
purpose whatsoever. The provisions of this paragraph 10
shall not apply to information generally known to the public
or the trade or information available in trade or other
publications.
11. Non-Competition. Shore shall not, for a period of
one (1) year after the termination of his employment,
directly or indirectly: (a) induce any person connected
with or employed by the Company or any subsidiary of the
Company to leave the employ of the Company or such
subsidiary; or (b) solicit the employment of any such person
on his own behalf or on behalf of any other person firm,
corporation, association or other entity.
12. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the
subject matter hereof, and may not be modified or amended
except by an instrument in writing signed by the parties
hereto.
13. Successors and Assigns. This Agreement and all of
its terms and conditions shall be binding upon, and shall
inure to the benefit of the parties hereto and their
respective heirs, legal representatives and successors.
This Agreement is personal and shall not be assignable by
Shore or the Company except that, in the event of any
consolidation with or merger into any other corporation by
the Company or the sale or distribution of all or a
substantial part of the assets of the Company to another
corporation, the surviving or acquiring corporation shall
assume this Agreement and become obligated to perform all of
the terms and conditions hereof and Shore's obligations
hereunder shall continue in favor of such corporation.
14. Notices. All notices and other communications
required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given when
delivered personally against receipt or three (3) days after
being mailed, by registered or certified mail, return
receipt requested, addressed to the party to whom directed
at the address first above written or to such other address
as any party may hereafter designate to the other by notice
similarly given.
15. No Waiver. No waiver of any breach or default
hereunder shall be considered valid unless in writing and
signed by the party giving such waiver, and no such waiver
shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
16. Governing Law. This Agreement shall in all respects
be construed and enforced in accordance with, and governed
by, the laws of the State of New York which would be applica
ble to contracts made and to be performed in New York.
IN WITNESS WHEREOF, the parties hereunto have duly
executed this Agreement as of the date first above written.
PARK ELECTROCHEMICAL CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice
President
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
APPROVED by the CEO Compensation Committee of the Board of
Directors of Park Electrochemical Corp. as of April 1, 1994.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
[exhibit-02-10.06]bd