Exhibit 10.23
▇▇▇▇▇▇▇▇ CORPORATION
RETIREMENT TRANSITION AGREEMENT
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This agreement ("Agreement") has been entered into as of this
28th day of January, 2004 (the "Effective Date"), by and between ▇▇▇▇▇▇▇▇
Corporation, a Missouri corporation ("▇▇▇▇▇▇▇▇"), and ▇▇▇ ▇. ▇▇▇▇▇▇, an
individual ("Hubble").
WHEREAS, ▇▇▇▇▇▇▇▇ currently employs Hubble as the Chairman of
the Board of ▇▇▇▇▇▇▇▇, which position is considered an executive officer
position of ▇▇▇▇▇▇▇▇; and
WHEREAS, pursuant to a succession plan initially presented by
Hubble and approved by the Board of Directors of ▇▇▇▇▇▇▇▇ (the "Board") in
February 2003, Hubble was charged by the Board: (i) to coordinate the search
for and the hiring of a new President and Chief Executive Officer for
▇▇▇▇▇▇▇▇ and, (ii) after the new President and Chief Executive Officer was
hired, to stay on as the executive Chairman of the Board to facilitate the
transition for the new President and Chief Executive Officer; and
WHEREAS, due to the familiarity of the new President and Chief
Executive Officer with ▇▇▇▇▇▇▇▇ and its business from his past service as a
director of the Company and the new President and Chief Executive Officer's
own past experience as president and chief executive officer of a public
company, the transition for the new President and Chief Executive Officer
has been much more efficient than may have been originally expected; and
WHEREAS, Hubble is willing to retire as executive Chairman of
the Board effective January 31, 2004 and serve as non-executive Chairman of
the Board and director of ▇▇▇▇▇▇▇▇ until his successor is duly elected and
qualified but at least through January 31, 2005; and
WHEREAS, Hubble and ▇▇▇▇▇▇▇▇ wish to agree upon the terms and
conditions of Hubble's retirement in this Agreement, which will supersede in
its entirety that certain Employment Agreement dated February 5, 2003 (the
"Current Employment Agreement") by and between Hubble and ▇▇▇▇▇▇▇▇.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: RETIREMENT AS EXECUTIVE CHAIRMAN OF THE BOARD; CONTINUED
SERVICE AS NON-EXECUTIVE CHAIRMAN OF THE BOARD.
1.1 RETIREMENT AS EXECUTIVE CHAIRMAN OF THE BOARD;
TERMINATION AS AN EXECUTIVE OFFICER AND EMPLOYEE OF ▇▇▇▇▇▇▇▇. Hubble will
retire as executive Chairman of the Board, effective as of the close of
business on January 31, 2004, at which time Hubble's status as an employee
and an executive officer of ▇▇▇▇▇▇▇▇, and the accompanying obligations
imposed upon executive officers by applicable law, regulation, contract and
internal company policy, will cease. Hubble's employment with ▇▇▇▇▇▇▇▇ shall
be deemed to have terminated, and his retirement shall be deemed to be
effective, as of the close of business on January 31, 2004.
1.2 CONTINUED SERVICE AS NON-EXECUTIVE CHAIRMAN OF THE
BOARD. Hubble will continue to serve as the non-executive Chairman of the
Board at the pleasure of the Board from and after January 31, 2004 until his
successor is duly elected and qualified. Hubble will also continue to serve
as a
director of ▇▇▇▇▇▇▇▇ at the pleasure of the stockholders of ▇▇▇▇▇▇▇▇
until his successor is duly elected and qualified. Hubble agrees that he
will make himself available for service as the non-executive Chairman of the
Board and as a director at least through January 31, 2005.
SECTION 2: ACCRUED COMPENSATION; ENTITLEMENT TO NON-EMPLOYEE BOARD
AND COMMITTEE FEES
2.1 ACCRUED COMPENSATION. At the normal time and in the
normal manner as payment is made to other employees and/or executive
officers of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall pay to Hubble (a) any base salary, and
(b) any vacation pay, each to the extent accrued as of, but not previously
paid to Hubble by ▇▇▇▇▇▇▇▇ on or prior to, January 31, 2004. Subject to the
terms of this Agreement, Hubble shall be eligible for all benefits that he
would otherwise be entitled upon retirement from ▇▇▇▇▇▇▇▇, including pension
benefits under Angelica's defined benefit pension plan, Angelica's
supplemental retirement benefits plan and the Retirement Benefit Agreement
(as defined in Section 3.4 of this Agreement).
2.2 BOARD AND COMMITTEE FEES AND EXPENSES. During the
period after January 31, 2004 that Hubble is serving as the non-executive
Chairman of the Board and a director of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ shall be entitled
to receive all fees, stock grants and expense reimbursements available to a
non-employee director of ▇▇▇▇▇▇▇▇, including any additional fees payable for
service as Chairman of the Board or chairman and/or member of any of the
Board committees.
SECTION 3: RETIREMENT BENEFITS.
3.1 LUMP-SUM PAYMENT. Hubble will receive on January 31,
2004 a lump-sum payment by check or wire transfer into an account designated
by Hubble an amount equal to $434,000.
3.2 VESTING OF RESTRICTED STOCK. Pursuant to the terms of
the Transition Employment Agreement, Hubble was granted 22,636 restricted
shares of common stock of ▇▇▇▇▇▇▇▇ under Angelica's 1994 Performance Plan
and/or Angelica's 1999 Performance Plan (the "Restricted Shares"). Under the
terms of the award the Restricted Shares would fully vest at the close of
business on January 31, 2005. In recognition of Hubble's retirement after
years of service to ▇▇▇▇▇▇▇▇ and in consideration for Hubble's agreement to
forgo the opportunity to earn incentive compensation in fiscal year 2005
under the Current Employment Agreement, all 22,636 Restricted Shares 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
shall immediately vest as of January 31, 2004. On, or as soon as practicable
after, January 31, 2004, ▇▇▇▇▇▇▇▇ shall prepare and deliver to Hubble a
certificate evidencing the 22,636 shares, which certificate shall not
contain any restrictive legend.
3.3 VESTING OF UNVESTED STOCK OPTIONS; EXTENSION OF
EXERCISABILITY. In recognition of Hubble's retirement after years of service
to ▇▇▇▇▇▇▇▇ and in consideration for Hubble's agreement to forgo the
opportunity to earn incentive compensation in fiscal year 2005 under the
Current Employment Agreement, all stock options held by Hubble that are not
vested on January 31, 2004 shall immediately vest and the exercisability
period for all options held by Hubble are extended through January 31, 2006.
3.4 PENSION AND SUPPLEMENTAL PLANS. For purposes of any
calculation of benefits under Angelica's supplemental retirement plan or
that certain Retirement Benefit Agreement dated January 1, 1998 (the
"Retirement Benefit Agreement") by and between Hubble and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
years of service with ▇▇▇▇▇▇▇▇ shall be deemed to be seven (7).
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3.5 MEDICAL AND HEALTH BENEFIT CONTINUATION. Through
January 31, 2014 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 as of January 31, 2004; 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 3.5 shall be secondary to those
provided under such other plans during the applicable period of eligibility.
3.6 OFFICE AND SUPPORT STAFF. For as long as Hubble is a
member of the Board, Hubble will be entitled to adequate office space with
furnishings and other appointments, and to adequate personal secretarial and
other assistance. This office space shall be located at the offices of
▇▇▇▇▇▇▇▇ Textile Services, Inc. in the Atlanta, Georgia metropolitan area
and shall be without cost to Hubble.
SECTION 4: NON-COMPETITION AND CONFIDENTIALITY COVENANTS.
4.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on February 1, 2004 and continuing through January 31, 2006
and for any period thereafter that Hubble continues to serve as a director
of the Company, 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 January 31,
2004. 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.
4.2 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
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). 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 4.2 constitute a basis for deferring or withholding any amounts
otherwise payable to Hubble under this Agreement.
4.3 REASONABLENESS OF RESTRICTIONS. Hubble agrees that the
restrictions and the period and/or areas of restriction, as set forth in
Section 4, 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 4.1 is deemed too
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restrictive in any court proceeding, the court may reduce such restrictions
to those which it deems reasonable under the circumstances.
4.4 EQUITABLE RELIEF. Any action by Hubble contrary to the
restrictive covenants contained in this Section 4 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 4 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.
SECTION 5: MISCELLANEOUS.
5.1 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 ▇▇▇▇▇▇▇▇ involving the termination of
Hubble's employment with ▇▇▇▇▇▇▇▇ through his retirement from ▇▇▇▇▇▇▇▇.
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 3.5, such amounts will not be
reduced whether or not Hubble obtains other employment. ▇▇▇▇▇▇▇▇ agrees to
pay 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.
5.2 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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▇▇▇ ▇. ▇▇▇▇▇▇
c/o ▇▇▇▇▇▇▇▇ Textile Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Notice to Angelica
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▇▇▇▇▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
5.3 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.
5.4 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.
5.5 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.
5.6 ENTIRE AGREEMENT. Except as set forth in the last
sentence of this Section 5.6, 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 the Current
Employment Agreement and 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 3.4 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.
5.7 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.
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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/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
President and Chief Executive Officer
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