EXHIBIT 10(q)
EMPLOYMENT AGREEMENT
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AGREEMENT made this 8th day of January, 1996, by and between
UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an
address at 18 East 48th Street, New York, New York 10017 (hereinafter
called "Employer"), and SUSAN FEIN ZAWEL (hereinafter called
"Employee").
W I T N E S S E T H :
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In consideration of the mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. Employment. Employer agrees to employ Employee and
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Employee agrees to serve Employer upon the terms and conditions
hereinafter set forth.
2. Term. The employment of Employee hereunder shall be
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effective and shall commence on December 1, 1995 (the "Effective
Date") and shall terminate as of the close of business on the date
three (3) years after the Effective Date (the "Termination Date").
The period from the Effective Date through the Termination Date is
referred to as the term of this Agreement.
3. Duties and Extent of Services. Employee agrees to serve
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Employer and its subsidiary companies faithfully and to the best of
her ability under the direction of the Board of Directors
and President of Employer, devoting her entire business time, energy
and skill to her duties hereunder. The principal place of employment
of Employee shall be at the offices of Employer which are currently
located in New York, New York. Employee understands and agrees,
however, that in connection with her employment hereunder, she may be
required from time to time to travel on behalf of Employer. If the
principal place of employment of the Employee shall change because of
a change in Employer's offices to a location which is more than 50
miles from the offices presently located in New York, New York, the
Employee shall have the option to terminate this Agreement by sending
written notice of termination to Employer, and thereupon her
employment pursuant to this Agreement shall terminate and Employee
shall be entitled to no further payments hereunder, other than (i) for
any compensation due pursuant to Section 4 hereof through the date of
such termination, (ii) the reimbursements pursuant to Section 9
hereof, of any expenses incurred prior to the date of such
termination, and (iii) the continuation of Employee's base salary
pursuant to Section 4(a) hereof for a period of six (6) months from
the date of such termination, but not beyond the Termination Date.
The principal duties of Employee shall be to serve as Vice
President-Corporate Communications, Secretary and Associate General
Counsel of Employer and, in such capacity, to render such
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managerial, administrative and other services to Employer and its
subsidiaries as normally are associated with and incident to such
positions as Employer from time to time may require of her. If,
during the term of this Agreement, the Board of Directors of Employer
so determines, in its absolute discretion, to elect Employee to any
additional office of Employer or its subsidiary companies consistent
with her position, or a director of its subsidiary companies, Employee
agrees to accept and serve in such office or capacity, as well as a
director of Employer, for no additional compensation or remuneration.
4. Compensation.
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(a) Salary. Employer agrees to pay to Employee, as
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compensation for all of the services to be rendered by Employee under
or pursuant to this Agreement, a salary at the rate of one hundred and
thirty-two thousand dollars ($132,000) per annum, commencing as of the
Effective Date, payable in accordance with Employer's normal payroll
practices. Such salary shall be subject to annual review by
Employer's Board of Directors and, at the discretion of the Board, may
be increased, but not decreased below such amount. Employee shall
also be eligible to receive annual discretionary bonuses as may be
granted by Employer's Board of Directors.
(b) Employee Benefit Plans. During the term of this
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Agreement, Employee shall be eligible to participate in any
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life insurance, medical, retirement, pension or profit-sharing,
disability or other benefit plans or arrangements now or hereafter
generally made available by Employer to executive employees of
Employer to the extent Employee qualifies under the provisions of any
such plans. Subject to the foregoing, Employer shall have the right to
change insurance companies and modify insurance policies covering
employees of Employer.
(c) Automobile Allowance. Employer shall pay to
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Employee an automobile allowance of ten thousand dollars ($10,000) per
annum, commencing as of the Effective Date, payable in accordance with
Employer's normal payroll practices.
(d) Vacation. Employee shall be entitled to four (4)
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weeks vacation with pay per year.
(e) Taxes. Employee understands that any and all
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payments described in this Agreement will be subject to such tax
treatment as applies thereto, and to such withholding as may be
required under applicable tax laws.
5. No Competition. Employee agrees that during the term of
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this Agreement she will not, within the continental United States,
directly or indirectly, engage or participate or make any financial
investments in or become employed by or render advisory or other
services to or for any person, firm or corporation, or in connection
with any business activity, other than that of Employer and its
subsidiary companies, directly or
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indirectly in competition with any of the business operations or
activities of Employer and its subsidiary companies. Nothing herein
contained, however, shall restrict Employee from making any
investments in any company whose stock is listed on a national
securities exchange or actively traded in the over-the-counter market,
so long as such investment does not give her the right to control or
influence the policy decisions of any such business or enterprise
which is or might be directly or indirectly in competition with any of
such business operations or activities of Employer or any of its
subsidiary companies.
6. Confidentiality; etc.
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(a) Employee will not divulge, furnish or make
accessible to anyone (other than in the regular course of business of
Employer or any of its subsidiary companies) any knowledge or
information with respect to confidential or secret methods, processes,
plans or materials of Employer or any of its subsidiary companies, or
with respect to any other confidential or secret aspects of the
business of Employer or any of its subsidiary companies.
(b) Employee agrees to communicate and to make known
to Employer all knowledge possessed by her relating to any methods,
developments, inventions and/or improvements, whether patented,
patentable or unpatentable which concerns in any way the business of
Employer or any of its subsidiary companies or
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the general industry of which they are a part, from the time of
entering upon employment until the termination thereof, and whether
acquired by Employee before or during the term of her employment;
provided, however, that nothing herein shall be construed as requiring
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any such communication where the method, development, invention and/or
improvement is lawfully protected from disclosure as the trade secret
of a third party, including, without limitation, any former employer
of Employee or by any other lawful bar to such communication.
(c) Any methods, developments, inventions and/or
improvements, whether patentable or unpatentable, along the lines of
the business of Employer or any of its subsidiary companies, which
Employee may conceive of or make while in the employ of Employer,
shall be and remain the property of Employer. Employee agrees
promptly to communicate and disclose all such methods, developments,
inventions and/or improvements to Employer and to execute and deliver
to Employer any instruments deemed necessary by Employer to effect
disclosure and assignment thereof to it. Employee further agrees, on
request of Employer, to execute patent applications based on such
methods, developments, inventions and/or improvements, including any
other instruments deemed necessary by Employer for the prosecution of
such patent applications or the acquisition of Letters Patent in the
United States and/or any foreign countries.
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(d) Employee agrees that for a period of three (3)
years from and after the termination or expiration of her employment
by Employer, whether pursuant to the terms of this Agreement or
otherwise, she will not:
(i) directly or indirectly solicit, raid, entice
or induce any employee of Employer or of any of its subsidiary
companies to be employed by any person, firm or corporation which is,
directly or indirectly, in competition with the business or activities
of Employer or any of its subsidiary companies; or
(ii) directly or indirectly approach any such
employee for these purposes; or
(iii) authorize or knowingly approve the taking of
such actions by other persons on behalf of any such person, firm or
corporation, or assist any such person, firm or corporation in taking
such action; or
(iv) directly or indirectly solicit, raid, entice
or induce any person, firm or corporation (other than the U.S.
Government or its agencies) who or which on the date hereof is, or at
any time during the period of employment hereunder shall be, a
customer of Employer or of any of its subsidiary companies to become a
customer for the same or similar products which it purchased from
Employer or any of its subsidiary companies, of any other person, firm
or corporation, and Employee
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shall not approach any such customer for such purpose or authorize or
knowingly approve the taking of such actions by any other person.
(e) Employee agrees that during the term of her
employment by Employer, whether under this Agreement or otherwise, she
will not at any time enter into, on behalf of Employer or any of its
subsidiary companies, or cause Employer or any of its subsidiary com-
panies to enter into, directly or indirectly, any transactions with
any business organization in which she or any member of her immediate
family may be interested as a partner, trustee, director, officer,
employee, shareholder, lender of money or guarantor.
7. Injunctive Relief. Employee acknowledges that the
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services to be rendered by her hereunder are of a special, unique and
extraordinary character and that it would be very difficult or
impossible to replace such services and further that irreparable
injury would be sustained by Employer and its subsidiary companies in
the event of a violation by Employee of any of the provisions of this
Agreement, and by reason thereof Employee consents and agrees that if
she violates any of the provisions of this Agreement, Employer shall
be entitled to an injunction to be issued by any court of competent
jurisdiction restraining her from committing or continuing any
violation of this Agreement.
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8. Survival of Provisions. The provisions of Sections 5, 6
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and 7 hereof shall survive the termination or expiration of this
Agreement, irrespective of the reason therefor.
9. Expenses. Employer shall reimburse Employee for all
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reasonable expenses properly incurred by her on behalf of Employer in
the performance of her duties hereunder, provided that proper vouchers
are submitted to Employer by Employee evidencing such expenses and the
purposes for which the same were incurred.
10. Disability. If Employee shall be incapacitated by
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reason of mental or physical disability or otherwise during the term
of this Agreement so that she is prevented from performing her
principal duties and services hereunder for a period of three (3)
consecutive months or one or more periods aggregating three (3) months
during any twelve (12) month period, Employer shall have the right to
terminate this Agreement by sending written notice of termination to
Employee, and thereupon her employment pursuant to this Agreement
shall terminate and Employee shall be entitled to no further payments
hereunder, other than (i) for any compensation due pursuant to Section
4 hereof through the date of such termination, (ii) the reimbursement,
pursuant to Section 9 hereof, of any expenses incurred prior to the
date of such termination, and (iii) the continuation of Employee's
base salary pursuant to Section 4(a) hereof for a period of six (6)
months
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from the date of such termination, but not beyond the Termination Date
or the date on which Employee shall commence to receive benefits
pursuant to Employer's long term disability plan, as then in effect.
11. Death. In the event of the death of Employee during
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the term hereof, this Agreement shall automatically terminate and
Employer shall have no further obligations hereunder, other than to
pay to Employee's estate any compensation due pursuant to Section 4
hereof through the date of such termination and to reimburse, pursuant
to Section 9 hereof, any expenses incurred by Employee through the
date of such termination.
12. Termination by Employer for Cause. Employer shall have
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the right to terminate the employment of Employee under this Agreement
as well as any and all payments to be made hereunder, other than for
any compensation due pursuant to Section 4 hereof through the date of
such termination and any reimbursement, pursuant to Section 9 hereof,
of expenses incurred by Employee through the date of such termination,
if Employee shall commit any of the following acts of default:
(i) Employee shall have committed any material
breach of any of the provisions or covenants set forth herein; or
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(ii) Employee shall have committed any act of
gross negligence in the performance of her duties or obligations
hereunder; or
(iii) Employee shall have committed any material
act of dishonesty or breach of trust against Employer or any of its
subsidiary companies; or
(iv) Employee's conviction of, or plea of nolo
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contendere to, a felony.
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If Employer elects to terminate this Agreement as set forth
above, Employer shall send written notice to Employee terminating this
Agreement and describing the action of Employee constituting the act
of default, and thereupon no further payments of any type shall be
made or shall be payable to Employee hereunder notwithstanding any
other provisions of this Agreement, except as set forth in the first
sentence of this Section 12.
13. No Conflicting Agreements. Employee represents and
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warrants that she is not a party to any agreement, contract or
understanding, whether employment or otherwise, which would in any way
restrict or prohibit her from undertaking or performing employment in
accordance with the terms and conditions of this Agreement.
14. Entire Agreement. This Agreement sets forth the entire
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understanding of the parties with respect to the subject matter
hereof, and no statement, representation, warranty or
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covenant has been made by either party except as expressly set forth
herein. This Agreement shall not be changed or terminated orally.
This Agreement supersedes and cancels all prior agreements between the
parties, whether written or oral, relating to the employment of
Employee.
15. Applicable Law. This Agreement shall be governed by,
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construed and enforced in accordance with the laws of the State of New
York, without regard to its conflict of laws principles.
16. Notices. All notices, requests, demands and other
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communications hereunder shall be in writing and shall be deemed to
have been duly given if personally delivered, telecopied or mailed,
first class, postage prepaid, certified mail, return receipt
requested, to each of the parties at its or her address above written
or as set forth beneath their signatures below or at such other
address or telecopy number as either of the parties may designate in
conformity with the foregoing.
17. Section Headings. The section headings set forth in
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this Agreement are for convenience only and shall not be considered as
part of this Agreement in any respect nor shall they in any way affect
the substance of any provisions contained in this Agreement.
18. Successors and Assigns. This Agreement shall not be
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assignable by Employee. All of the terms and provisions of
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this Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective heirs and personal representatives of
Employee and the successors and assigns of Employer.
19. Severability. If, at any time subsequent to the date
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hereof, any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, void or unenforceable, such
provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon and shall
not impair the enforceability of any other provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ RICHARD R. ERKENEFF
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Name: RICHARD R. ERKENEFF
Title: PRESIDENT
/s/ SUSAN FEIN ZAWEL
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SUSAN FEIN ZAWEL
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