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EXHIBIT 10.11
EMPLOYMENT AGREEMENT, effective as of the 1st day of June, 1993,
between TRANS-RESOURCES, INC., a Delaware corporation ("Company"), and Thomas
G. Hardy, a resident of the State of New York ("Executive").
W I T N E S S E T H:
WHEREAS, Company desires to continue to employ Executive and
Executive has agreed to continue to be employed by Company on the terms and
conditions herein set forth (this agreement being hereinafter referred to as
the "Agreement");
NOW, THEREFORE, Company and Executive hereby agree as follows:
1. Employment; Terms and Duties
(a) (i) Company hereby employs Executive, and Executive
hereby agrees to serve, as an executive officer of Company for a period
commencing as of the date hereof and ending on the day preceding the seventh
anniversary of the date hereof (the "Primary Term"). The employment of
Executive hereunder after the Primary Term shall continue automatically for up
to 10 successive one year periods, unless either Company or Executive shall
give to the other party at least 12 months' prior written
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notice of termination. During the first three years of the Primary term,
Executive shall have the title of President and Chief Operating Officer.
(ii) Notwithstanding the foregoing, Company may terminate
this Agreement and Executive's employment hereunder as at the first, second or
third anniversary of the date hereof, by written notice given to Executive at
least 90 days prior to the date of termination.
(b) Executive shall, subject to the supervision and control of
the Board of Directors and the Chief Executive Officer of Company, perform
such duties and exercise such supervision and powers over and with regard to
the business of Company as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer of Company or by the Chairman of the
Board of Company. Executive agrees, if elected, to hold any office of the
Company or of any subsidiary of Company and/or to serve as a director of any
thereof, without further salary or other compensation. Executive shall
perform such duties to the best of his ability and in a diligent and proper
manner.
(c) Except during customary vacation periods and periods of
illness, Executive shall, during his employment hereunder, devote his full
business time and attention to the performance of services for Company.
2. Salary; Fringe Benefits
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(a) As partial compensation for the services to be rendered by
Executive hereunder, Company shall pay or cause to be paid to Executive, and
Executive agrees to accept, a base salary at a rate of not less than Four
Hundred Thousand ($400,000) Dollars a year payable in equal installments in
accordance with normal payroll practices of Company but not less frequently
than monthly. The base salary shall be subject to adjustment annually
beginning June 1, 2000 after good faith negotiations between Executive and
Company, provided that no annual adjustment shall be less than that necessary
to reflect changes in the Consumer Price Index (New York or comparable urban
region) for the year preceding such adjustment.
(b) During his employment hereunder, Executive shall be
eligible to participate in and to be covered by each life insurance, accident
insurance, health insurance, hospitalization and other similar plan effective
generally with respect to executives of Company (individually, a "Plan"), to
the extent he is eligible under the terms of such Plan, on the same basis as
shall be available to executives of Company with comparable positions and
without restriction or limitation by reason of this Agreement.
(c) Nothing herein contained shall prevent the Board of
Directors of Company from at any time increasing the compensation herein
provided to be paid to Executive, either permanently or for a limited period,
or from paying bonuses and
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other additional compensation to Executive in the event the Board of
Directors, in its sole discretion, shall deem it advisable to do so in order
to recognize and compensate Executive for the value of his services; provided,
however, that this subsection (c) shall not in any manner obligate Company to
make any such increase or provide any such additional compensation.
3. Expenses
Executive shall be entitled to reimbursement for travel and
other reasonable business expenses in accordance with the rules of Company in
force from time to time.
4. Bonus
(a) Definitions. The following terms used in this Section
shall have the meanings set forth below:
ACCELERATION EVENT. (i) Any transaction (other than the
issuance of capital stock by Company) which results in Arie Genger and/or his
spouse, children, children-in-law and grandchildren (collectively, "Family")
directly or indirectly owning beneficially less than 100% of the capital stock
of the Company, or (ii) the sale or exchange of all or substantially all the
assets of Company in one or a series of transactions as a result of which
Company ceases to be engaged, either directly or through other entities, in
the active conduct of a trade or business with revenues or assets not
substantially less than those of Company immediately prior to such
transaction, or (iii) Arie Genger ceasing to be actively engaged as a senior
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executive officer of Company or Executive becoming subject to the supervision
or control of any officer of Company other than Arie Genger, in each case
other than by reason of the death or disability of Arie Genger.
Notwithstanding the foregoing, no Acceleration Event shall result from the
issuance of capital stock of Company's parent corporation, TPR Investment
Associates, Inc., in connection with the rescission of a prior redemption
thereof, in whole or in part, including, without limitation, pursuant to an
adversary proceeding in re Richard J. Grassgreen, Case No. 93-1640-3PI pending
in the United States Bankruptcy Court, Middle District of Florida,
Jacksonville Division, entitled Grassgreen v. Genger et al.; in the event of
any such issuance, there shall be substituted for "100%" in clause (i) of this
definition the percentage beneficial ownership of the Family directly and
indirectly of the capital stock of Company immediately after such issuance, it
being understood that similar adjustment shall be made in each instance of
such issuance.
APPLICABLE PERCENTAGE. The product of 0.245% (i.e.,
0.00245, or 50% divided by the number of months in 17 years) and the number of
complete calendar months that shall have elapsed from the date of this
Agreement until the date of the termination of Executive's employment.
BASE BONUS. An amount equal to the excess over $2.8
million of the sum of the following amounts:
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(i) 2% of the Enterprise Value not in excess of $340
million, plus
(ii) 20% of the Enterprise Value in excess of $340
million but not in excess of $380 million, plus
(iii) 5% of the Enterprise Value in excess of $380
million.
ENTERPRISE VALUE. The fair market value of the equity of
the Company determined as at the December 31 of the year in which the
employment of Executive hereunder terminates, the year in which Executive
attains the age of 65 years, or the year in which an Acceleration Event
occurs, whichever is applicable.
TENTATIVE ENTERPRISE VALUE. The product of (i) the
price/earnings ratio of the Standard & Poor's "500," as reported in the
Standard & Poor's Information Bulletin (or other official publication of
Standard & Poor's) at December 31 of the year preceding the April 1 on which a
payment of Advance Bonus (as defined in Section 4(e) hereof) is payable, and
(ii) the weighted average of the net income of the Company for the three years
ending with such December 31. Such weighted average shall be determined by
multiplying the net income (after all extraordinary and nonrecurring items) of
the Company for the year then ended by three; for the next preceding year, by
two; and for the second preceding year, by one; and then dividing the sum of
such products by six. The determination of Tentative Enterprise
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Value shall in no way control, influence or enter into the determination of
Enterprise Value. If the price/earnings ratio of the Standard & Poor's "500"
is not available for the relevant date, the parties shall endeavor to agree on
a comparable index. If the parties cannot so agree by the January 31
following such December 31, either party may request the President of the
American Arbitration Association to designate a comparable index, and such
designation shall be binding and conclusive on the parties hereto and not
subject to review.
(b) Base Bonus. Executive shall be entitled to receive
payment of the Base Bonus in accordance with the provisions of Section 4(f)
hereof:
(i) in the event Company terminates Executive's
employment hereunder as of the first, second or third anniversary of the date
of this Agreement pursuant to Section 1(a)(ii) hereof;
(ii) in the event Company terminates Executive's
employment hereunder at any time after the Primary Term pursuant to notice
given by the Company in accordance with Section 1(a)(i) hereof;
(iii) upon the termination of Executive's employment
hereunder for any reason at any time after Executive attains the age of 65
years; and
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(iv) in the event Executive's employment hereunder shall
terminate due to his death or disability (pursuant to Section 7 hereof);
provided, however, that in the event Executive's employment shall so terminate
at any time before the end of the Primary Term, the amount of the Base Bonus
shall be pro-rated based on the number of complete months that shall have
elapsed from the date of this Agreement to the date of such termination of
employment; and provided, further, that in the event Executive's employment
hereunder shall terminate due to his death, the amount of Base Bonus shall not
be less than $1 million.
(c) Applicable Percentage of Base Bonus. Executive shall be
entitled to receive payment of an amount equal to the Applicable Percentage of
the Base Bonus in accordance with the provisions of Section 4(f) hereof in the
event Executive terminates his employment hereunder for any reason at any time
after the Primary Term and before Executive has attained the age of 65 years.
(d) Prepayments. Executive shall be entitled to receive
prepayment ("Prepayment") of the Base Bonus in accordance with the provisions
of Section 4(f) hereof upon the occurrence of an Acceleration Event; provided,
however, that if the Acceleration Event is a transaction (a "Partial Cash Out
Transaction") as a result of which the Family directly and indirectly owns
beneficially less than 100% but more than 0% of
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the capital stock of Company, then Company shall be required to prepay a
percentage (the "Prepayment Percentage") of the Base Bonus equal to the
percentage point decrease in the direct and indirect beneficial ownership of
the capital stock of Company by the Family on a fully diluted basis as a
result of the Partial Cash Out Transaction. The preceding sentence shall be
applied successively to each Partial Cash Out Transaction. Notwithstanding
any other provision of this Agreement, the amount of the Base Bonus and
Applicable Percentage of Base Bonus payable after any Prepayments pursuant to
this Section 4(d) shall not exceed the amount otherwise payable multiplied by
the excess of 100% over the aggregate of all Prepayment Percentages previously
applied to determine the amount of such Prepayments. In the case of an
Acceleration Event which involves the receipt as consideration of property
other than cash, Prepayments pursuant to this Section 4(d) shall be paid with
a proportionate part of such non-cash consideration, which shall be valued for
purposes of satisfying Company's payment obligations at its fair market value
determined as at the time of the Acceleration Event, with no adjustment for
fluctuations in value from such time to the time used to effect Prepayment.
For purposes of determining the amount of the Base Bonus in the case of an
Acceleration Event referred to in clauses (i) or (ii) of the definition
thereof, the Enterprise Value shall be determined based upon the fair market
value of any consideration received in connection with the transaction
described in such clauses. The provisions of Section
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4(g) hereof shall apply to determine such Enterprise Value and the fair market
value of any non-cash consideration received.
(e) Advance Bonus. As an advance against payments otherwise
required by Sections 4(b), 4(c) and 4(d) hereof, Company shall make up to five
equal annual payments ("Advance Bonus") to Executive beginning on the April 1
succeeding the year in which Executive attains the age of 60 years while
employed by the Company. No payment of Advance Bonus shall be made on any
April 1 unless Executive is employed by Company on such date. Each payment of
Advance Bonus pursuant to this subsection shall be equal to ten (10%) percent
of the aggregate principal amount of Base Bonus that would be payable were the
Tentative Enterprise Value at the December 31 in the year in which Executive
attains the age of 60 years (the "Initial TEV") the Enterprise Value,
provided, however, that if, as at any April 1, the Tentative Enterprise Value
as at the preceding December 31 is less than the Initial TEV, the amount of
the payment to be made on such April 1 and all subsequent payments of Advance
Bonus shall be redetermined based on such lower Tentative Enterprise Valuation
such that the sum of all payments of Advance Bonus made and to be made shall
equal the sum of such payments were such lower Tentative Enterprise Valuation
the Initial TEV. The foregoing proviso shall apply successively whenever the
Tentative Enterprise Valuation is less than Initial TEV. Payments of Advance
Bonus shall not bear interest. Notwithstanding anything in this Agreement to
the contrary,
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payments of Advance Bonus shall not exceed the amount of Bonus to which
Executive is entitled, provided, however, that under no circumstances shall
Executive be required to return or repay any payments of Advance Bonus.
(f) Time of and Limitations on Payments. The Base Bonus, the
Applicable Percentage of the Base Bonus and any Prepayments where the
Prepayment Percentage is less than 100%, in each case reduced by all payments
of Advance Bonus under Section 4(e) hereof, shall be paid to Executive or the
beneficiary designated in accordance with Section 5(e) below ("Designated
Beneficiary") in five equal annual installments beginning April 1 of the year
following the year in which the Executive's employment terminates, he attains
the age of 65 years, or an Acceleration Event occurs. Each installment other
than the first shall be paid together with interest on the unpaid balance from
the date the first installment was payable, compounded annually, at the prime
rate announced from time to time by Chemical Bank, New York City.
Notwithstanding the foregoing, at Company's option no annual payment under
this Section 4(f) shall exceed $2 million in the aggregate (principal plus
interest); and any amount otherwise due hereunder but not payable on account
of Company's exercise of such option shall be paid, together with interest
compounded annually at the prime rate announced from time to time by Chemical
Bank, New York City, on the next succeeding April 1, subject, however, to
Company's option set forth herein. In any case where the aggregate of all
Prepayment
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Percentages is 100%, Prepayment of the Base Bonus together with all unpaid
installments of Prepayments of the Base Bonus, reduced by all payments of
Advance Bonus under Section 4(e) hereof, shall be made in a lump sum on the
April 1 following the year in which the Acceleration Event occurs without
regard to the optional $2 million limitation in the preceding sentence.
(g) Determining Value. At any time that it shall become
necessary to determine the Enterprise Value of Company, including the fair
market value of any non-cash consideration received in an Acceleration Event,
Executive and Employee shall be entitled to retain investment bankers or
appraisers to advise them. Executive and Company shall give to the other
prompt written notice of any such retention. Executive and Company shall
endeavor to reach agreement as to the Enterprise Value, but if they are unable
to do so before the March 16 after the December 31 as of which Enterprise
Value is to be determined, then each shall, not later than the following April
1, give written notice to the other setting forth the Enterprise Value such
party desires to be used for purposes of this Agreement. If only one party
shall give such notice, then the Enterprise Value set forth in such notice
shall be deemed to be the Enterprise Value for purposes of this Agreement and
such Enterprise Value shall be final, binding and conclusive on the parties
hereto. If both parties give such notice, then they shall select an
investment banker of national standing, which has no relationship to Company
or Executive, to choose whether the Enterprise Value
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contended for by Executive or by Company is the more reasonable, such
investment banker being without power to determine any other amount for
Enterprise Value. The determination of such investment banker shall be final,
binding and conclusive on the parties hereto. If the parties are unable to
reach an agreement as to the identity of the third investment banker before
the following April 16, then either party shall be entitled to apply to the
President of the American Arbitration Association to designate such an
investment banker. Each party shall bear the fees and expenses of its own
investment banker or appraiser. If the respective amounts of Enterprise Value
contended for by Executive and Company differ by not more than 15% of the
lower amount, then each shall bear one-half of the fees and expenses of the
third investment banker, but if such amounts differ by 15% or more of the
lower amount, then the fees and expenses of the third investment banker shall
be borne by the non-prevailing party.
(h) Forfeiture of Bonus. Notwithstanding any other provision
of this Agreement, in the event Executive voluntarily and other than due to
his death or permanent disability terminates his employment with Company
before the end of the Primary Term, Executive shall thereupon forfeit, and
shall not be entitled to receive any future payment of, any Base Bonus or
Applicable Percentage of the Base Bonus, regardless whether the any amounts
thereof shall theretofore have been determined.
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5. Covenants Not to Compete or Hire Certain Employees.
(a) Executive shall not during, or within five (5) years after
the termination of, his employment with Company (i) engage or be interested
in, directly or indirectly, for himself or for anyone else, or render any
service or advice, to anyone directly or indirectly competitive with any of
the businesses then engaged in by Company or (ii) solicit, employ or attempt
to employ any individual who was employed by Company at any time during the
period of two (2) years prior to the date Executive solicits, employs, or
attempts to employ such individual or in any way cause, influence or
participate in the employment of any such individual by anyone else.
(b) Executive shall not be deemed to have breached his
obligations under this Section 5 if he shall have rendered any services or
engaged in any activity prohibited by Section 5(a) believing in good faith
that it or they were not prohibited and shall have ceased to render such
services or engage in such activity not later than thirty (30) days after
Company shall have given its written notice of objection to such services or
activity. Executive's ownership of up to 5% of the capital stock of a company
whose securities are publicly traded shall not be deemed a violation or breach
of the foregoing provision.
(c) It is agreed by Executive that any breach or threatened
breach by Executive of any provision of this Section 5
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cannot be remedied solely by damages. In the event of a breach or threatened
breach by Executive of any of the provisions of this Section 5, Company shall
be entitled to injunctive relief restraining Executive and any business, firm,
partnership, individual, corporation or entity participating in such breach or
attempted breach. Nothing herein, however, shall be construed as prohibiting
Company from pursuing any other remedies available at law or in equity, for
such breach or threatened breach, including the recovery of damages.
(d) If any of the provisions of or covenants contained in this
Section 5 are hereafter construed to be invalid or unenforceable in any
jurisdiction, the same shall not affect the remainder of the provisions of or
enforceability thereof in any other jurisdiction, which shall be given full
effect without regard to the invalid portions or the unenforceability in such
other jurisdiction. If any of the provisions of or covenants contained in
this Section 5 are held to be unenforceable in any jurisdiction because of the
duration or scope thereof, the parties agree that the court making such
determination shall have the power to reduce the duration and/or scope of such
provision or covenant and, in its reduced form, said provision or covenant
shall be enforceable; provided, however, that the determination of such court
shall not affect the enforceability of this Section 5 in any other
jurisdiction.
6. Disability.
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(a) If Executive becomes physically or mentally disabled
during his employment hereunder to such an extent that he shall be
substantially unable to perform his duties hereunder and such disability shall
continue for a period of at least 180 consecutive days, then, notwithstanding
the provisions of Section 1 hereof, Company may at or at any time after the
end of such period and during the continuance of such disability give notice
to Executive of the termination of his employment hereunder on a date stated
in such notice, which shall not be less than 10 days after the date of the
giving of such notice, and Executive's employment hereunder shall terminate on
such date. Unless and until Company exercises its right to terminate
Executive's employment under the provisions of this Section 6, Company shall
continue to pay Executive his monthly salary to and including the calendar
month in which his employment terminates under this Section 6.
(b) Either Executive or his legal representative, on the one
hand, or Company, on the other hand, shall have the right, upon written notice
to the other party, to submit the issue of physical or mental disability to an
impartial physician agreed upon by the parties, or in the absence of such an
agreement by the parties within fifteen days of such notice, to a physician
designated by the then President of the New York Academy of Medicine.
Executive's refusal to submit to the physician's examination shall be deemed
"for cause" conduct by him and shall make available to Company all rights set
forth in
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Section 7 hereof. The determination of any such physician shall be final and
binding upon the parties hereto. If such physician determines that Executive
is not physically or mentally disabled to such an extent that he is
substantially unable to perform his duties hereunder, but Executive refuses to
perform such duties, such refusal shall be deemed "for cause" conduct by him
and shall make available to Company all rights set forth in Section 7 hereof.
7. Discharge for Serious Misconduct; Effect on Payments under
Sections 2 and 4 .
(a) Notwithstanding anything herein to the contrary, Executive
may be discharged for cause. If the Executive is discharged by Company for
cause, then, notwithstanding the provisions of Section 1 hereof, the period of
Executive's employment under this Agreement shall terminate as of the date of
Company's written notice of termination for cause and Company shall have the
right, exercisable in its sole discretion, to terminate, as of such date, its
obligation to make any or all of the following payments otherwise payable by
Company even though Company's written allegation of cause is disputed by
Executive and he commences an arbitration proceeding as provided in Section
7(c):
(i) Salary under Section 2 hereof; and
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(ii) The payments and Prepayments of the Base Bonus and
payments of the Applicable Percentage of Base Bonus and Advance Bonus under
Section 4 hereof.
(b) As used in this Section 7, the term "for cause" shall mean
and be limited to (in addition to the matters referred to in Section 6(b)
hereof) the following events:
(i) Executive's conviction in a court of law of any crime
that constitutes a felony in the jurisdiction involved; or
(ii) Executive's continuing, repeated and wilful violation
of any specific written directions of the Board of Directors of Company, which
directions are consistent with the provisions of this Agreement and which
violation continues for a period of 30 days following Executive's receipt of
such written directions; or
(iii) Executive's continuing, repeated and wilful failure or
refusal to perform his duties in accordance with Section 1 hereof; provided,
however, that no discharge "for cause" under this clause shall be deemed
effective unless Executive shall have first received written notice from the
Board of Directors of Company, advising Executive of the specific acts or
omissions alleged to constitute a failure to perform his duties, and such
failure continues after Executive shall have had a reasonable opportunity
(which shall be defined as a period of
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time consisting of at least 30 days from the date Executive receives said
notice from the Board of Directors) to correct the acts and omissions so
complained of;
provided, however, that in no event shall alleged incompetence of Executive in
the performance of his duties hereunder be deemed grounds for discharge "for
cause" hereunder.
(c) Executive may dispute Company's allegation by commencing
an arbitration proceeding in which the allegation is disputed within 60 days
of his receipt of Company's written allegation of "for cause" conduct. If
Company's allegation is not sustained in the arbitration proceeding, (i)
Executive's employment hereunder shall be reinstated subject to the terms of
this Agreement, (ii) Executive shall be entitled to all compensation and
fringe benefits he would have otherwise received retroactive to the date of
Company's written allegation of "for cause" conduct and (iii) all payments
terminated by reason of Executive's alleged "for cause" conduct shall
automatically be reinstated retroactively to their date of termination. The
failure of Executive to commence such arbitration proceeding within such 60-
day period shall conclusively and incontrovertibly bar Executive's right to
dispute Company's written allegation of "for cause" conduct. Any arbitration
proceeding under this Section 7 shall be conducted before three arbitrators,
one chosen by Company, one chosen by Executive, and the third chosen by the
first two, under the rules of the American Arbitration Association then
obtaining.
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(d) Nothing in Section 7(a) hereof shall limit or restrict the
equitable and legal remedies of Company by reason of Executive's "for cause"
conduct.
8. Assignment of Agreement
In the event that (other than in a transaction that constitutes
an Acceleration Event) Company, or any entity resulting from any merger or
consolidation referred to in this Section 8 or any entity referred to in this
Section 8 which shall be a purchaser or transferee shall at any time be merged
or consolidated into or with any other entity, or in the event that (other
than in a transaction that constitutes an Acceleration Event) substantially
all of the assets of Company or any such entity shall be sold or otherwise
transferred to another entity, the provisions of this Agreement shall be
binding upon and shall inure to the benefit of the continuing entity in or the
entity resulting from such merger or consolidation or the entity to which such
assets shall be sold or transferred. Except as provided in the preceding
sentence of this Section 8, this Agreement shall not be assignable by Company
or by any entity referred to in such preceding sentence. This Agreement shall
not be assignable by Executive, but in the event of Executive's death, it
shall be binding upon and shall inure to the benefit of all persons entitled
to receive payments under this Agreement.
9. Notices
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All notices and communications hereunder shall be in writing
and be hand delivered or mailed by registered or certified mail, return
receipt requested, postage and registration or certification fees prepaid, and
shall be deemed given when so delivered or three days after mailed, as
follows:
If to Company: Trans-Resources, Inc.
9 West 57th Street
New York, New York 10019
Attention: Chairman of the Board
with copy to: Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, New York 10112
Attention: Edward Klimerman, Esq.
If to Executive: Mr. Thomas G. Hardy
935 Park Avenue
New York, New York 10028
The foregoing addresses may be changed by notice given in the manner set forth
in this Section 9.
10. Miscellaneous
(a) This Agreement contains the entire understanding of the
parties hereto with respect to the services to be rendered by Executive to
Company after the date hereof, expressly supersedes any prior agreement
between the Company and Executive with respect to the subject matter hereof,
and the provisions hereof may not be amended, waived, terminated, or
discharged in any way whatsoever except by subsequent written agreement
executed by the party to be charged therewith. A waiver by either of the
parties of any of the terms or conditions
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of this Agreement, or of any breach thereof, shall not be deemed a waiver of
such terms or condition for the future of any other term or condition hereof,
or of any subsequent breach hereof.
(b) This Agreement shall be construed and interpreted under
the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York.
(c) The captions in this Agreement are not part of the
provisions hereof, are merely for the purpose of reference and shall have no
force or effect for any purposes whatsoever, including the construction of the
provisions of this Agreement.
(d) At its option, Company may, at any time during the term of
this Agreement, obtain appropriate life insurance upon the life of Executive
to fund the payment of any of its obligations to Executive under this
Agreement; provided, however, that Company shall be primarily liable for
payment of such obligations, and its failure to obtain insurance, or the
refusal of any insurance company to pay on or honor its policy, shall not
discharge Company from such obligations. Executive shall cooperate with
Company to assist Company in obtaining such policies.
(e) Neither Executive nor any beneficiary who may become
entitled to a benefit under this Agreement shall have any power to transfer,
assign, alienate, anticipate, hypothecate, or
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otherwise encumber any of the benefits payable hereunder, nor shall any
benefits hereunder be subject to the debts, contracts, liabilities, torts or
other engagements of any such person or estate, or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise.
(f) Company may withhold from any benefits payable under this
Agreement all federal, state or local taxes that may be required to be
withheld pursuant to any applicable law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
TRANS-RESOURCES, INC.
By: s/ Arie Genger
Arie Genger,
Chairman of the Board
s/ Thomas G. Hardy
Thomas G. Hardy
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