EMPLOYMENT AGREEMENT
--------------------
AGREEMENT by and between Borg-Warner Security Corporation, a Delaware
corporation (the "Company"), and J. J. Adorjan (the "Executive"), dated as of
the 28th day of March, 1995.
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
to employ the Executive in the positions set forth below, and the Executive
desires to serve in those capacities;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company shall employ the Executive, and
the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the period commencing on April 15, 1995, and ending on
December 31, 1999 (the "Employment Period").
2. Position and Duties. (a) From the first day of the Employment
Period through October 14, 1995, the Executive shall serve as President and
Chief Operating Officer of the Company, reporting to the Chief Executive Officer
of the Company, with such duties and responsibilities as are customarily
assigned to such positions, and such other duties and responsibilities not
inconsistent therewith as may be
assigned to him from time to time by the Chief Executive Officer. From October
15, 1995 through the end of the Employment Period, the Executive shall serve as
President and Chief Executive Officer of the Company, reporting to the Board;
and effective as of December 31, 1995, the Executive shall also serve as
Chairman of the Board, with such duties and responsibilities as are customarily
assigned to such positions, and such other duties and responsibilities not
inconsistent therewith as may be assigned to him from time to time by the Board.
In addition, throughout the Employment Period, the Executive shall be nominated
to serve as a member of the Board.
(b) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive shall
devote his full-time efforts to the business and affairs of the Company and use
his best efforts to carry out such responsibilities faithfully and efficiently.
It shall not be considered a violation of the foregoing for the Executive to (i)
serve on corporate, civic or charitable boards or committees, (ii) deliver
lectures or fulfill speaking engagements and (iii) manage personal investments,
so long as such activities do not interfere with the performance of the his
responsibilities as an employee of the Company in accordance with this
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Agreement or violate the provisions of Section 8 of this Agreement.
(c) The Executive's services shall be performed primarily at the
Company's headquarters in Chicago, Illinois; provided, that the Executive may
continue to maintain his primary residence in St. Louis, Missouri.
3. Compensation. (a) Base Salary. During the Employment Period,
the Executive shall receive an annual base salary (the "Annual Base Salary") at
the annual rate of $900,000. The Annual Base Salary shall be payable in
accordance with the Company's payroll practices for key executives as in effect
from time to time. During the Employment Period, the Annual Base Salary shall
be reviewed for possible increase at least annually. Any increase in the Annual
Base Salary shall not limit or reduce any other obligation of the Company under
this Agreement. The Annual Base Salary shall not be reduced after any such
increase, and the term "Annual Base Salary" shall thereafter refer to the Annual
Base Salary as so increased.
(b) Annual Bonus. In addition to the Annual Base Salary, for each
calendar year or portion of a calendar year during the Employment Period, the
Executive shall be eligible to earn an annual cash bonus (the "Annual Bonus")
pursuant to the Company's annual cash bonus program. The
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Annual Bonus for the period from the first day of the Employment Period through
December 31, 1995 shall be $400,000 if performance goals, mutually agreed upon
by the Executive and the Compensation Committee of the Board, are achieved;
provided, that such amount shall be reduced by the amount of any bonus paid to
the Executive by Emerson Electric Co. ("Emerson") for its fiscal year ending
October 31, 1995. The Annual Bonus for subsequent years shall be based on
achievement of performance goals established by the Compensation Committee of
the Board, such that if the threshold performance goals are achieved, the Annual
Bonus shall be $200,000, and if the maximum goals are achieved or exceeded, the
Annual Bonus shall be $500,000. Each Annual Bonus shall be paid in a single
cash lump sum no later than 60 days after the end of the period for which the
Annual Bonus is awarded.
(c) Deferral Election. Notwithstanding the provisions of Section
3(a) and (b) of this Agreement, the Executive may defer the payment of all or
any portion of the Annual Base Salary or Annual Bonus for any year, provided
that before the beginning of the year with respect to which such Annual Base
Salary or Annual Bonus is paid, he notifies the Company in writing of his
election to do so. Any compensation that is so deferred shall accrue interest
at the Company's cost of funds from bank lenders (the "Interest
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Rate") or such other rate of return as shall be agreed between the Executive and
the Compensation Committee of the Board at the time the deferral election is
made. Such deferred compensation, together with the accrued interest or other
deemed earnings thereof, shall be paid to the Executive in cash upon the
termination of his employment by the Company in a single lump sum or, if so
specified in the deferral election, in up to five equal annual installments.
The Company may, but shall not be required to, set aside funds in a grantor
trust or otherwise to provide for such payment, but the Executive's rights to
such deferred compensation shall at all times be as a general creditor of the
Company, and he shall have no right to or other interest in any such funds set
aside by the Company.
(d) Deferred Compensation. (i) As soon as practicable after the
first day of the Employment Period, the Company shall issue to a grantor trust
subject to the claims of the Company's creditors (the "Trust") a number of
shares of the Company's common stock having an aggregate value of $1,500,000 on
the first day of the Employment Period; provided, however, that any fractional
shares shall be rounded to the nearest whole share. The shares in the Trust,
together with any dividends and other distributions made with respect thereto to
the trustee of the Trust, shall be delivered to the Executive in four equal
annual installments on
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each of the first four anniversaries of the first day of the Employment Period.
(ii) On each of the first four anniversaries of the first day of the
Employment Period, the Company shall pay the Executive $250,000 in cash (the
"Special Deferred Compensation").
(iii) The Executive shall have no interest in the assets of the
Trust, and his rights to such assets and to the Special Deferred Compensation
shall be at all times limited to the rights of a general creditor of the
Company.
(e) Common Stock Options. The Executive shall be granted options
under and pursuant to the provisions of the Company's 1987 Management Stock
Option Plan and 1993 Stock Incentive Plan to purchase 300,000 shares of the
Company's common stock as follows:
Plan Options Grant Date
---- ------- ----------
1987 141,873 April 16, 1995
1993 100,000 April 16, 1995
1993 58,127 January 2, 1996
Such options shall become exercisable in three equal installments on each of the
first three anniversaries of April 16, 1995.
(f) Split Dollar Life Insurance. The Company shall provide the
Executive with a split-dollar life insurance policy (the "Policy") with a face
amount of $400,000, by
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assuming the policy provided to the Executive by Emerson or otherwise. The
subowner of the Policy shall be the Executive, and the Executive shall have the
right to designate the beneficiary of the Policy. The Company shall pay all
premiums required to keep the Policy in effect during the Employment Period, and
shall be entitled to recover from the proceeds of the Policy the "Company
Amount" (as defined in the next sentence) upon the death of the Executive. The
"Company Amount" shall be an amount equal to the excess of (i) the amount, if
any, paid by the Company to acquire the Policy from Emerson plus the premiums on
such Policies paid by the Company over (ii) any dividends received by the
Company in respect of such premiums, but only to the extent such dividends are
not used to purchase additional insurance for the benefit of the Executive. The
Executive shall have the right at any time to purchase the Policy from the
Company at a cash price equal to the Company Amount determined as if the
Executive's death occurred on the date such right is exercised.
(g) Supplemental Benefit Compensation. During the Employment Period,
the Executive shall receive supplemental benefit compensation on terms and
conditions to be mutually agreed between the Executive and the Compensation
Committee of the Board.
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(h) Other Benefits. During the Employment Period: (i) the Executive
shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs of the Company to the same extent as other key
executives; and (ii) the Executive and/or the Executive's family, as the case
may be, shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs provided by
the Company and its affiliated companies (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee life
insurance, group life insurance, accidental death and travel accident insurance
plans and programs) to the same extent as other key executives.
(i) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in carrying out the Executive's duties under this Agreement,
provided that the Executive complies with the policies, practices and procedures
of the Company for submission of expense reports, receipts, or similar
documentation of such expenses.
(j) Fringe Benefits. During the Employment Period, the Executive
shall be entitled to paid vacation, the use of a Company-provided car of the
Executive's choice, tax and financial planning services, and payment of annual
dues, assessments and expenses at one country club and one dinner
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club selected by the Executive, in each case on the terms and conditions as are
in effect for other key executives of the Company from time to time or, if not
made available to other key executives, on terms and conditions that are
determined by the Compensation Committee of the Board to be fair and reasonable.
4. Termination of Employment. (a) Death or Disability. The
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. The Company shall be entitled to terminate the
Executive's employment because of the Executive's Disability during the
Employment Period. "Disability" means that (i) the Executive has been unable,
for a period of six months, or for a total of 180 days in any given period of
twelve months, to perform the Executive's duties under this Agreement, as a
result of physical or mental illness or injury, and (ii) a physician selected by
the Company or its insurers, and acceptable to the Executive or the Executive's
guardian or legal representative, has determined that the Executive's incapacity
is total and permanent. A termination of the Executive's employment by the
Company for Disability shall be communicated to the Executive by written notice,
and shall be effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), unless the Executive is able to,
and does, return to full-time
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performance of the Executive's duties before the Disability Effective Date.
(b) By the Company. (i) The Company may terminate the Executive's
employment during the Employment Period for Cause or without Cause. "Cause"
means:
A. the willful failure or refusal of the Executive to
perform his duties under this Agreement (other than as a result of
physical or mental illness or injury); provided that the Company shall
give written notice to the Executive at least 30 days prior to such
termination of the Company's intent to terminate, which notice shall
set out in detail the ways in which Executive has failed to perform
such duties, and Executive shall have failed to cure such failure
prior to the expiration of such 30-day period; or
B. any fraud, embezzlement or other dishonesty of the
Executive that adversely affects the Company's business or reputation;
or
C. the Executive's conviction of a felony or entering into
a plea of nolo contendere with respect to a felony.
(ii) A termination of employment by the Company for Cause shall be
effectuated by giving the Executive written notice ("Notice of Termination for
Cause") of the termination, setting forth the conduct of the Executive that
constitutes Cause. Except as provided in clause A of Section 4(b)(i) above, a
termination of employment by the Company for Cause shall be effective on the
date when the Notice of Termination for Cause is given, unless the notice sets
forth a later date (which date shall in no event be later than 30 days after the
notice is given).
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(iii) A termination of the Executive's employment by the
Company without Cause shall be effected by giving the Executive written notice
of the termination.
(c) By the Executive. (i) The Executive may terminate
employment for Good Reason. "Good Reason" means:
A. the assignment to the Executive of any duties inconsistent in
any respect with paragraph (a) of Section 2 of this Agreement, other
than actions that are not taken in bad faith and are remedied by the
Company within 5 days after receipt of notice thereof from the
Executive;
B. any failure by the Company to comply with any provision of
Section 3 of this Agreement, other than failures that are not taken in
bad faith and are remedied by the Company within 5 days after receipt
of notice thereof from the Executive;
C. any failure by the Company to comply with Section 10(c) of
this Agreement; or
D. should there be a Change of Control of the Company (as
defined below) a termination by the Executive, at his own initiative,
for any reason during the 30-day period immediately following the
first anniversary of the date of the Change of Control.
For purposes of this Agreement, "Change in Control" means the happening of any
of the following events:
(1) An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power
of
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the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company, (B)
any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by
any Person pursuant to a transaction which complies with clauses (A),
(B) and (C) of subsection (3) of this Section 4(c)(i); or
(2) A change in the composition of the Board such that the
individuals who, as of the first day of the Employment Period,
constitute the Board (such Board shall be hereinafter referred to as
the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, for purposes of this Section
4(c)(i), that any individual who becomes a member of the Board
subsequent to such date, whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided
further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board
shall not be so considered as a member of the Incumbent Board; or
(3) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company ("Corporate
Transaction"); excluding, however, such a Corporate Transaction
pursuant to which (A) all or substantially all of the individuals and
entities
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who are the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction will beneficially own,
directly or indirectly, more than 60% of, respectively, the
outstanding shares of common stock, and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
Person (other than the Company, any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or such corporation resulting from such
Corporate Transaction) will beneficially own, directly or indirectly,
20% or more of, respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of directors
except to the extent that such ownership existed with respect to the
Company prior to the Corporate Transaction and (C) individuals who
were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or
(4) The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(ii) A termination of employment by the Executive for Good Reason
shall be effectuated by giving the Company written notice ("Notice of
Termination for Good Reason") of the termination, setting forth the conduct of
the
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Company that constitutes Good Reason. A termination of employment by the
Executive for Good Reason shall be effective on the fifth business day following
the date when the Notice of Termination for Good Reason is given, unless the
notice sets forth a later date (which date shall in no event be later than 30
days after the notice is given).
(d) No Waiver. The failure to set forth any fact or circumstance in a
Notice of Termination for Cause or a Notice of Termination for Good Reason shall
not constitute a waiver of the right to assert, and shall not preclude the party
giving notice from asserting, such fact or circumstance in an attempt to enforce
any right under or provision of this Agreement; provided, that the foregoing
shall not mean that a notice purporting to be a Notice of Termination for Cause
pursuant to clause A of Section 4(b)(i) that fails to comply with said clause A
will be treated as a valid Notice of Termination for Cause.
(e) Date of Termination. The "Date of Termination" means the date of
the Executive's death, the Disability Effective Date, the date on which the
termination of the Executive's employment by the Company for Cause or by the
Executive for Good Reason is effective, or the date on which the Company gives
the Executive notice of a termination of employment without Cause or the
Executive gives the Company
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notice of a termination of employment without Good Reason, as the case may be.
5. Obligations of the Company upon Termination. (a) Other Than for
Cause, Death or Disability; Good Reason. If, during the Employment Period, the
Company terminates the Executive's employment, other than for Cause or
Disability, or the Executive terminates his employment for Good Reason, the
Company shall pay the amounts described in subparagraph (i) below to the
Executive in a lump sum in cash within 30 days after the Date of Termination and
shall continue the benefits described in subparagraph (ii) below until the end
of the Employment Period. The payments provided pursuant to this Section 5(a)
are intended as liquidated damages for a termination of the Executive's
employment by the Company other than for Cause or Disability or for the actions
of the Company leading to a termination of the Executive's employment by the
Executive for Good Reason, and shall be the sole and exclusive remedy therefor.
(i) The amounts to be paid in a lump sum as described above are:
A. The Executive's accrued but unpaid cash compensation (the
"Accrued Obligations"), which shall equal the sum of (1) any portion
of the Executive's Annual Base Salary through the Date of Termination
that has not yet been paid, (2) an amount equal to the Annual Bonus
that would have been paid for the year of termination, if all goals
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had been achieved at the expected level (the "Annual Bonus Amount"),
times a fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the
denominator of which is 365; (3) any compensation previously deferred
by the Executive pursuant to Section 3(c) of this Agreement (together
with any accrued interest or earnings thereon) that has not yet been
paid; and (4) any accrued but unpaid Annual Bonuses and vacation pay;
and
B. Severance pay equal to (1) the present value as of the Date of
Termination (at a discount rate equal to the applicable federal rate
under Section 1274(d) of the Internal Revenue Code of 1986, as amended
(the "Code"), or any successor thereto, in effect for the month of
termination (the "Applicable Federal Rate")) of the sum of (I) the
Annual Base Salary and (II) the Annual Bonus Amount, in each case for
the remainder of the Employment Period, (2) the assets then held in
the Trust (if any) and (3) the amount of any Special Deferred
Compensation that has not yet been paid.
(ii) The benefits to be continued are benefits to the Executive and/or
the Executive's family at least as favorable as those that would have been
provided to them under Section 3(f) and clause (ii) of Section 3(h) of this
Agreement if the Executive's employment had continued through the end of the
Employment Period; provided, however, that during any period when the Executive
is eligible to receive such benefits under another employer-provided plan, the
benefits provided by the Company under this Section 5(a)(ii) may be made
secondary to those provided under such other plan.
(b) Death or Disability. If the Executive's employment is terminated
by reason of the Executive's death
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or Disability during the Employment Period, the Company shall pay the Accrued
Obligations to the Executive or the Executive's estate or legal representative,
as applicable, in a lump sum in cash within 30 days after the Date of
Termination, and the Company shall have no further obligations under this
Agreement. If the Executive's death or disability occurs after the second
anniversary of the first day of the Employment Period, the Executive or his
estate will be entitled to receive the assets then held in the Trust, if any,
and the amount of any Special Deferred Compensation that has not yet been paid.
(c) Cause; Other than for Good Reason. If the Executive's employment
is terminated by the Company for Cause during the Employment Period, or if the
Executive terminates his employment during the Employment Period other than for
Good Reason, the Company shall pay the Executive the sum of (i) the Annual Base
Salary through the Date of Termination, and (ii) the amount of any compensation
previously deferred by the Executive pursuant to Section 3(c) of this Agreement
(together with any accrued interest or earnings thereon), in each case to the
extent not yet paid, and the Company shall have no further obligations under
this Agreement.
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6. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies for which the Executive may qualify, nor, subject to paragraph (f) of
Section 11, shall anything in this Agreement limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Vested benefits and other amounts
that the Executive is otherwise entitled to receive under any plan, policy,
practice or program of, or any contract or agreement with, the Company or any of
its affiliated companies on or after the Date of Termination shall be payable in
accordance with such plan, policy, practice, program, contract or agreement, as
the case may be, except as explicitly modified by this Agreement.
7. No Mitigation. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as specifically provided in Section 5(a)(ii) of this Agreement, such
amounts shall not be reduced, regardless of whether the Executive obtains other
employment.
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8. Confidential Information; Noncompetition. (a) The Executive
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its affiliated companies and their respective businesses that the Executive
obtains during the Executive's employment by the Company or any of its
affiliated companies and that is not public knowledge (other than as a result of
the Executive's violation of this Section 8(a)) ("Confidential Information").
The Executive shall not communicate, divulge or disseminate Confidential
Information at any time during or after the Executive's employment with the
Company, except with the prior written consent of the Company or as otherwise
required by law or legal process.
(b) During the Noncompetition Period (as defined below), the
Executive shall not, without the prior written consent of the Board, engage in
or become associated with a Competitive Activity. For purposes of this Section
8(b): (i) the "Noncompetition Period" means the period during which the
Executive is employed by the Company, plus, if the Executive's employment is
terminated by the Company for Cause or voluntarily by the Executive other than
with Good Reason, the remainder of the Employment Period plus two years after
the end of the Employment Period; (ii) a "Competitive Activity" means any
business or other endeavor that provides
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guard, alarm or armored transport protective services or courier services; and
(iii) the Executive shall be considered to have become "associated with a
Competitive Activity" if he becomes directly or indirectly involved as an owner,
employee, officer, director, independent contractor, agent, partner, advisor, or
in any other capacity calling for the rendition of the Executive's personal
services, with any individual, partnership, corporation or other organization
that is engaged in a Competitive Activity. Notwithstanding the foregoing, the
Executive may make and retain investments during the Employment Period and
thereafter in not more than five percent of the equity of any entity engaged in
a Competitive Activity, if such equity is listed on a national securities
exchange or regularly traded in an over-the-counter market.
9. Arbitration; Attorneys' Fees. Any dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
aribitration in the State of Illinois, in accordance with the rules of the
American Arbitration Association then in effect, and judgment may be entered on
the arbitrator's award in any court having jurisdiction. The Company agrees to
pay, as incurred, to the fullest extent permitted by law, all legal fees and
expenses that the Executive may reasonably incur as a result of any
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contest (regardless of the outcome) by the Company, the Executive or others of
the validity or enforceability of or liability under, or otherwise involving,
any provision of this Agreement; provided, that in the case of any contest in
which the Executive seeks to obtain any relief from the Company pursuant to this
Agreement, such fees and expenses shall be paid by the Company only if the
Executive obtains a substantial portion of the relief he seeks; and provided,
further, that in the case of any action brought by the Company to enforce any
provision of Section 8 of this Agreement, such fees and expenses shall be paid
by the Company only if it fails to obtain a substantial portion of the relief it
seeks.
10. Successors. (a) This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
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(c) The Company 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 the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean
both the Company as defined above and any such successor that assumes and agrees
to perform this Agreement, by operation of law or otherwise.
11. Miscellaneous. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications under this Agreement shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
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If to the Executive:
--------------------
J. J. Adorjan
223 North Bemiston
Clayton, Missouri 63105
If to the Company:
------------------
Borg-Warner Security Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
Attention: General Counsel
or to such other address as either party furnishes to the other in writing in
accordance with this Section 11(b). Notices and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.
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(e) The failure of the Executive or the Company to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
(including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Section 4(c) of this Agreement) shall not
be deemed to be a waiver of such provision or right or of any other provision of
or right under this Agreement.
(f) The Executive and the Company acknowledge that this Agreement
supersedes any other agreement between them concerning the subject matter
hereof.
(g) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and which together shall constitute one
instrument.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization of its Board of Directors, the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.
--------------------------------------
J. J. Adorjan
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BORG-WARNER SECURITY CORPORATION
By___________________________________
Name:
Title:
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