EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT made and entered into as of this first
day of February, 1998, by and between STANDEX INTERNATIONAL
CORPORATION, a Delaware corporation with its principal office in
Salem, New Hampshire (hereinafter referred to as "Employer"), and
DAVID R. CRICHTON
of Windham, New Hampshire (hereinafter referred to as
"Executive").
WHEREAS, Executive has heretofore been and is now employed
by Employer in a senior executive, managerial and supervisory
capacity, currently serving as Executive Vice
President/Operations; and
WHEREAS, Employer is desirous of retaining the services of
Executive in a senior executive capacity upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:
1. Employment. Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as Executive Vice President/Operations or other
senior executive, managerial and supervisory capacity, subject to
the direction and control of the Chief Executive Officer of
Employer, said employment being upon the terms and conditions
herein set forth. It is the intention of the parties that this
Agreement supersedes and replaces in its entirety that Employment
Agreement dated as of January 29, 1993 between the Employer and
the Executive.
2. Term. The term of this Agreement shall be three years
and 11 months from February 1, 1998 to December 31, 2002 unless
otherwise terminated in accordance with the provisions of Section
6.
3. Best Efforts. Executive agrees, as long as this
Agreement is in effect, to continue to devote his same best
efforts and the same time and attention to the business of
Employer that he is presently devoting to said business of
Employer, and to the performance of such executive, managerial
and supervisory duties of a similar nature to those performed for
Employer during the period of service preceding this Agreement.
4. Non-Compete. Except as set forth in the third paragraph
of this Section 4, Executive shall not, as long as this Agreement
is in effect, engage in, or be interested in, in any active
capacity, any business other than that of Employer or any
affiliate, associate or subsidiary corporation of Employer.
In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.
No provision contained in this paragraph shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.
5. Compensation; Benefits. Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement (January 1 to December 31) of the
higher of $350,000 or the base salary at the end of the
immediately preceding year of this Agreement; provided, however,
that the first year of this Agreement shall consist of eleven
months and the minimum base salary shall commence as of the
effective date of February 1, 1998. Such base salary shall be
payable at least monthly and shall be increased as determined (in
its sole discretion) by Employer.
Executive shall also be entitled to participate in the
Standex Executive Bonus Program and in such other benefit plans
and programs as are made available to executives of the Employer.
Executive shall be entitled to use an automobile furnished at the
expense of Employer in accordance with Employer's policy on this
subject, as such policy shall be revised from time to time.
6. Termination.
A. Death. Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.
B. Disability. In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised or as otherwise
mutually agreed in writing, Executive will continue to receive
his full salary and fringe benefits during any period of illness
or other disability, regardless of duration.
C. Material Breach. In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated on 90
days written notice, provided, however, that termination by
Employer for material breach following a change of control, as
defined in Section 14, shall be effective only upon twelve (12)
months prior written notice. Employer may remove Executive from
all duties and authority commencing on the first day of any such
notice period, however, payment of compensation and participation
in all benefits shall continue through the last day of such
notice period. For purposes of this Agreement material breach
shall be defined as:
(i) an act or acts of dishonesty on the Executive's part
which are intended to result in his substantial personal
enrichment at the expense of the Employer; or
(ii) the Executive willfully, deliberately and continuously
fails to materially and substantially perform his duties
hereunder and which result in material injury to the
Employer (other than such failure resulting from the
Executive's incapacity due to physical or mental
disability) after demand for substantial performance is
given by the Employer to the Executive specifically
identifying the manner in which the Employer believes the
Executive has not materially and substantially performed
his duties hereunder.
No action, or failure to act, shall be considered "willful" if it
is done by the Executive in good faith and with reasonable belief
that his action or omission was in the best interest of the
Employer.
D. Legal Expenses. It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
7. Notices. Any notice to be given pursuant to this
Agreement shall be sent by certified mail, postage prepaid, or by
fax or delivered in person to the parties at the following
addresses or at such other address as either party may from time
to time in writing designate:
To Executive:
David R. Crichton
7 Highland Road
Windham, NH 03087
To Employer:
Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
Attention: Edward J. Trainor
8. Invention and Trade Secret Agreement. Executive agrees
that the Invention and Trade Secret Agreement dated June 22,
1976, by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.
9. Specific Performance. It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy which Employer may have.
10. Survival. The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement. In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.
11. Covenants Severable. In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.
12. Entire Agreement; Amendment. This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) which may have been previously made
by Employer or its respective subsidiaries or affiliates with
Executive. This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer. This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.
13. Assignment. This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.
14. Change of Control.
A. In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of Regulation 14A
of the Securities Exchange Act of 1934:
(i) Employer may terminate Executive's employment only upon
conclusive evidence of substantial and indisputable intentional
personal malfeasance in office such as a conviction for
embezzlement of Employer's funds; and
(ii) Executive may terminate his employment at any time if
there is a change in his general area of responsibility, title or
place of employment, or if his salary or benefits are lessened or
diminished.
B. Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal malfeasance in
office, then:
(i) Executive shall be promptly paid a lump sum payment equal to
three times his current annual base salary plus three times the
most recent annual bonus paid to him;
(ii) Executive shall become 100% vested in all benefit plans
in which he participates including but not limited to the Standex
Employee Stock Ownership Plan (ESOP), all shares issued under the
Profit Improvement Participation Shares Plan and all options
granted under the Stock Option Plans;
(iii) Three years of benefit service shall be added to the
years of service credited to Executive under the Standex
Retirement Plan;
(iv) The salary and bonus paid under Section 8.B.(i) shall
be deemed the Executive's compensation during such three
additional years for purposes of the computation of his pension
under the Standex Retirement Plan; and
(v) All life insurance and medical plan benefits covering the
Executive shall be continued at the expense of Employer for the
three-year period following such termination.
15. Governing Law; Binding Nature of Agreement. This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.
STANDEX INTERNATIONAL CORPORATION
By: /s/Edward J. Trainor
Edward J. Trainor, President/CEO
ATTEST:
/s/Deborah A. Rosen
Deborah A. Rosen, Secretary
/s/David R. Crichton
Witness David R. Crichton