EXHIBIT 10(j)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 23rd day of July,
1999, between PEERLESS MFG. CO. ("Employer"), and GILBERT DARWYN
CORNWELL ("Employee").
Employment
1.1 Employment and Term. Employer agrees to employ Employee as a
senior executive pursuant to this Agreement from the date hereof until
such employment is terminated as provided herein. This Agreement shall
survive any termination of Employee's employment.
1.2 Duties. Employee agrees to devote his time, attention and
energies to perform the duties of the offices he holds as may be
prescribed from time to time by The Board of Directors and/or the Chief
Executive Officer of Employer.
1.3 Supervision. Employee shall perform the duties of employment
under the direction and supervision of Employer's Chief Executive
Officer.
Non-Competition
2.1 During Term. During the period of his employment under this
Agreement, Employee shall be employed only by Employer and shall not
engage in any activity in competition with Employer.
2.2 After Termination; Non-Competition. Employee agrees that for a
period of three (3) years following termination of employment, without
regard to the reason for termination, Employee shall not, directly or
indirectly, compete with Employer or perform any services for a
competitor of Employer, including as an employee, consultant, advisor,
owner, partner, participant in a joint venture or corporation, or
otherwise. Employee specifically acknowledges that Employer's products
are sold in a world market, and that Employee has been engaged with
regard to Employer's products and Employer's customers throughout the
world without geographic limitation, and accordingly that the non-
competition agreement contained in this section shall apply without
geographic limitation.
Confidentiality
3.1 Confidentiality. All written material (including but not
limited to engineered designs, formulas, drawings, studies, reports,
calculations, product designs, product specifications, engineering
specifications, customer specifications, customers names and customer
contacts) of any type pertaining to the business of Employer (the
"Material"), the use or application of such Material, or other
information with respect to customers of Employer, is confidential, and
the sole and exclusive property of Employer without regard to
authorship, and shall not be duplicated or removed from Employer's
office except as required in connection with performance of Employee's
duties hereunder. Upon termination of employment, Employee agrees to
return all such Material and all copies thereof (including electronic
documents and copies) to Employer and Employee shall not retain any
copies (including electronic copies) thereof. Employee further agrees
that the design and application of Employee's products is confidential
and that during Employee's term of employment and during the non-
competition period following termination of employment pursuant to
Section 2 of this Agreement, not to divulge any confidential matters or
confidential written material to any person not subject to a
confidentiality agreement with Employer, except as may be legally
required or required by a customer of Employer in connection with the
customer's use of Employer's products.
Termination
4.1 Termination by Employer.
(a) Employer may terminate Employee's employment hereunder
without cause or reason with thirty (30) days written notice of
termination to Employee. Employer and Employee agree that in the event
of any such termination, both parties will use reasonable efforts to
determine a mutually acceptable continuing relationship (e.g.,
retention as an outside consultant).
(b) If a mutually acceptable alternative agreement cannot be
reached within sixty (60) days after termination, Employee shall
receive as severance compensation for a period of one (1) year
following termination, a lump sum annual payment in an amount equal to
90% of his then current base salary, plus dividends payable under share
grants pursuant to the Employer's Stock Grant Plan, and the full range
of Employer benefits.
4.2 Termination by Employee. Employee may terminate Employee's
employment hereunder upon thirty (30) days written notice to Employer.
4.3 Termination on Death of Employee. This Employment Agreement
shall terminate upon the death of Employee.
4.4 Termination by Disability. Employment may terminate as a
result of Employee becoming permanently disabled, mentally or
physically, and unable to perform the duties hereunder. Employee shall
be paid a minimum of six (6) months salary plus all other existing
Employer disability benefits upon such termination. Employee and
Employer agree to binding arbitration in the event of disagreements
regarding the meaning or intent of this clause.
4.5 Termination by Retirement. Retirement of Employee is
anticipated at age 65. Retirement prior to age 65 may occur at the
option of Employee. Retirement after age 65 will be at the annual
option of the Board of Directors. Retirement benefits shall be all
normal benefits provided by the Company. Severance benefits defined by
Section 4.1(b) are not to be interpreted as retirement benefits.
Miscellaneous
5.1 This Agreement and that certain Agreement of even date herewith
between Employer and Employee regarding certain agreements effective
upon a change-in-control (as defined therein) are the only agreements
in force between Employer and Employee regarding the subject matter
hereof and the same supersede all prior agreements.
5.2 This Agreement may only be amended by written amendment signed
by Employer and Employee.
5.3 This Agreement shall be governed by the laws of the State of
Texas.
PEERLESS MFG. CO.
____________________________________
CHAIRMAN
BOARD OF DIRECTORS
BY ORDER OF THE BOARD OF DIRECTORS
EMPLOYEE
____________________________________
Gilbert Darwyn Cornwell