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Exhibit 10.4
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT by and between PRECISION ENGINE PRODUCTS CORP.
(the "Company"), and ARTHUR S. CARUSO (the "Executive"), is dated as of July
22, 1996 (this "Agreement") and is effective as of October 2, 1995.
RECITALS:
The Company, on behalf of itself and its shareholders, wishes to assure
that the Company will have the continued dedication of the Executive,
undiminished by fear of insecurity as to his position. The Board of Directors
of the Company (the "Board") believes it is imperative to eliminate such
distraction of the Executive and to encourage his attention and dedication to
his assigned duties. The Board also considers it to be in the best interests
of the Company to foster the continued employment of the Executive in the event
of a possible change in control of the Company. The Board has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of the Executive to his assigned duties without
distraction, and the Board has determined, and the Executive has agreed, that
he shall receive certain severance benefits in the event his employment with
the Company is terminated subsequent to a change in control of the Company.
Therefore, the Board has caused the Company to enter into this Agreement (i) to
provide the Executive with a measure of protection against such fears, (ii) to
provide such protection in a manner competitive with that of other major
corporations, and (iii) to make other changes in the terms of the Executive's
employment which the Board believes necessary.
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NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Operation of Agreement. The "Effective Date" shall be October 2, 1995.
2. Employment Period. The Company hereby agrees to continue the Executive
in its employ, and the Executive hereby agrees to remain in the employ of the
Company, for the period commencing on the Effective Date and ending on the
earlier to occur of (i) the date twelve (12) months after such date; and (ii)
the day of the actual retirement of the Executive, under circumstances entitling
him to receive normal retirement benefits under the Company's Salaried Pension
Plan (the "Employment Period"); provided that the Employment Period and any
extended period shall automatically extend for an additional one-year period
unless the Company, not later than thirty (30) days from the end of such period
or extended period, gives the Executive notice that such period or extended
period will not be extended. As hereinafter used in this Agreement, the term
"Employment Period" refers to the extended period of employment under this
Agreement as it may be extended pursuant to the proviso clause in the preceding
sentence.
3. Position and Duties.
(a) During the Employment Period, (i) the Executive's position (including
status, offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned at the Company at
any time during
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the ninety (90) day period immediately preceding and including the Effective
Date or, if more favorable to the Executive, as in effect at any time
thereafter with respect to the Executive, and (ii) the Executive's services
shall be performed at the location where the Executive was employed by the
Company immediately preceding the Effective Date or any office or location less
than thirty-five (35) miles from such location, subject to reasonable
requirements of travel to other locations of the Company's facilities.
(b) Excluding periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the Executive
hereunder, to use the Executive's reasonable best efforts to perform faithfully
and efficiently such responsibilities.
4. Compensation.
(a) Base Salary. During the Employment Period, the Executive shall
receive an annual base salary at a monthly rate at least equal to the highest
monthly base salary paid to the Executive by the Company, during the twelve
(12) month period immediately preceding the month in which the Effective Date
occurs. As hereinafter used in this Agreement, the term "Base Salary" refers
to the annual base salary of the Executive as it may be increased from time to
time during the Executive's employment by the Company. During the Employment
Period, the Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be consistent with
increases in base salary awarded in the
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ordinary course of business to other key executives. Any increase in the Base
Salary shall not serve to limit or reduce any other obligation to the Executive
under this Agreement. The Base Salary shall not be reduced after any such
increase.
(b) Incentive, Savings and Retirement Plans. In addition to the Base
Salary payable as hereinabove provided, the Executive shall be entitled to
participate during the Employment Period in all incentive, savings and
retirement plans and programs generally applicable to other key executives
(including, but not limited to the Management Profit Sharing Plan for Executive
Personnel), and to participate in the Management Equity Participation Promotion
Plan.
(c) Welfare Benefit Plans. During the Employment Period, 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 each welfare benefit plan
of the Company, including, without limitation, all medical, prescription,
dental, disability, salary continuance, executive life, group life, accidental
death and travel accident insurance plans and programs of the Company in each
case comparable to those plans of the Company in effect at any time during the
ninety (90) day period immediately preceding the Effective Date which would be
most favorable to the Executive or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other key executives.
(d) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the most favorable policies and procedures
of the Company in effect at any time during the ninety (90) day period
immediately
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preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other key executives.
(e) Office and Support Staff. During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to secretarial and other assistance, at least equal to
those provided to the Executive by the Company at any time during the ninety
(90) day period immediately preceding the Effective Date or, if more favorable
to the Executive, as in effect at any time thereafter with respect to the
Executive.
(f) Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable policies of the
Company as in effect at any time during the ninety (90) day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other key executives.
5. Termination.
(a) Death or Disability. This Agreement shall terminate automatically
upon the Executive's death. The Company may terminate this Agreement, after
having established the Executive's Disability (pursuant to the definition of
"Disability" set forth below), by giving to the Executive written notice of its
intention to terminate the Executive's employment. In such a case, the
Executive's employment with the Company shall terminate effective on the 180th
day after receipt of such notice (the "Disability Effective Date"), provided
that, within 180 days after such receipt, the Executive shall not have returned
to full-time performance of the Executive's duties. For purposes of this
Agreement, "Disability" means disability which, after the
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expiration of more than twenty-six (26) weeks from its commencement, is
determined to be total and permanent by a physician selected by the Company or
its insurers and acceptable to the Executive or the Executive's legal
representative (such agreement to acceptability not to be withheld
unreasonably).
(b) Cause. The Company may terminate the Executive's employment for
Cause. For purposes of this Agreement "Cause" means (i) an act or acts of
dishonesty taken by the Executive and intended to result in substantial
personal enrichment of the Executive at the expense of the Company or any of
its consolidated subsidiaries; (ii) repeated violations by the Executive of the
Executive's obligations to the Company or any of its consolidated subsidiaries
under Section 3 of this Agreement which are demonstrably willful and deliberate
on the Executive's part and which are not remedied after the receipt of notice
from the Company or any of its consolidated subsidiaries; or (iii) the
conviction of the Executive of a felony.
(c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason"
means:
(i) the assignment to the Executive of (A) any duties
inconsistent in any respect with the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3
of the Agreement or as in effect immediately preceding a Change in
Control (as hereinafter defined); or (B) any other action by the
Company which results in a diminution in such position, authority,
duties or responsibilities, other
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than an insubstantial and inadvertent action which is remedied by
the Company promptly after receipt of notice thereof given by the
Executive;
(ii) any failure by the Company to comply with any of the
provisions of this Agreement, other than an insubstantial and
inadvertent failure which is remedied by the Company promptly
after receipt of notice by the Executive;
(iii) the Company's requiring the Executive to be based at
any office or location other than as described in Section 3(a)(ii)
hereof, except for travel reasonably required in the performance
of the Executive's responsibilities;
(iv) any purported termination by the Company of the
Executive's employment otherwise than as permitted by this
Agreement; or
(v) any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.
(d) Termination of Employment Following a Change in Control. If a Change
in Control (as hereinafter defined) shall occur while the Executive is employed
by the Company, and the Executive's employment with the Company, whether
pursuant to this Agreement or otherwise, is terminated on or within three (3)
years after such a Change in Control (unless such termination is (i) because of
the death or retirement of the Executive, (ii) by the Company for Cause or
Disability, or (iii) by the Executive other than for Good Reason), then the
Executive shall be entitled to the
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benefits provided in Section 6(e) herein. In the event that the Company gives
the Executive notice pursuant to Section 2 of this Agreement that the extended
period of the Executive's Employment Period under this Agreement will not be
extended, and the Agreement shall terminate, but the Executive shall continue
to be employed by the Company, the provisions of Section 6(e) shall survive the
termination of this Agreement and shall continue to be applicable for so long
as the Executive is employed by the Company. If the Company gives such
contract termination notice and, on or within three (3) years after a Change of
Control, the Executive's employment with the Company is terminated (unless such
termination is (i) because of the death or retirement of the Executive, (ii) by
the Company for Cause or Disability, or (iii) by the Executive other than for
Good Reason), the Executive shall be entitled to the benefits provided in
Section 6(e) herein, provided that the Executive was employed by the Company at
the time of such Change of Control. For purposes of this Agreement, a "Change
in Control" shall be deemed to have occurred if (i) there is an acquisition by
an unrelated party of 50% or more of the voting securities of the Company or of
any company or other business entity which directly or indirectly controls the
Company; or (ii) there is a merger or consolidation of the Company with or into
another entity whereby Metromedia Company is no longer directly or indirectly
the controlling shareholder of the Company; or (iii) a plan of complete
liquidation of the Company is instituted or there is an agreement for the sale
or disposition by the Company of all or substantially all of its assets or
stock; or (iv) there is an equity holder with an interest in the Company or in
any company or other business entity which directly or indirectly controls the
Company in excess of
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20% (or a company or other business entity with whom the Company has had
discussions and as a direct result thereof such company or other business
entity expresses an intent to take such an interest) and such holder, or
company or other business entity, as the case may be, (A) recommends the
termination of the Executive without Cause and as a direct result thereof the
Company terminates the Executive's employment without Cause or (B) recommends
any action which would constitute or result in Good Reason and as a direct
result thereof the Company takes an action which constitutes or results in Good
Reason and the Executive terminates his employment for Good Reason; or (v) a
company or other business entity has discussions with the Company and expresses
an intent to take an interest in excess of 20% in the Company or in any company
or other business entity which directly or indirectly controls the Company and,
before such discussions are terminated and as a direct result of such
discussions, (A) the Company recommends to such company or other business
entity that the Company (x) terminate the Executive's employment without
Cause or (y) take an action which constitutes or results in Good Reason, (B)
such company or other business entity agrees with the Company's recommendation
and (C) the Company terminates the Executive's employment without Cause or
takes an action which constitutes or results in Good Reason and the Executive
terminates his employment for Good Reason.
(e) Notice of Termination. Any termination by the Company for Cause or by
the Executive for Good Reason before or following a Change in Control shall be
communicated by Notice of Termination to the other party hereto in accordance
with Section 11(c) of this Agreement. For purposes of this Agreement, a
"Notice of
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Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated, and
(iii) if the termination date is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than fifteen (15)
days after the giving of such notice).
(f) Date of Termination. "Date of Termination" means the date of receipt
of the Notice of Termination or any later date specified therein, as the case
may be. If the Executive's employment is terminated by the Company other than
for Cause or Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination. If the Company gives the
Executive notice pursuant to Section 2 of this Agreement that the Executive's
employment under this Agreement will not be extended, and the Executive's
employment with the Company does not continue beyond the date on which the
extended period of employment under this Agreement ends, the Date of
Termination shall be the date on which the extended period of employment under
this Agreement ends. If the Company gives the Executive notice pursuant to
Section 2 of this Agreement that the Executive's employment under this
Agreement will not be extended, and the Executive's employment with the Company
continues beyond the date on which the extended period of employment under this
Agreement ends, the Date of Termination shall be the date in which such
continued employment ends.
6. Obligations of the Company Upon Termination.
(a) Death. If the Executive's employment is terminated by reason of
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the Executive's death, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement,
other than those obligations accrued or earned by the Executive hereunder at
the date of the Executive's death. Anything in this Agreement to the contrary
notwithstanding, the Executive's family shall be entitled to receive benefits
at least equal to the most favorable benefits provided by the Company to
surviving families of its executives under such plans, programs and policies
relating to family death benefits, if any, as in effect at any time during the
ninety (90) day period immediately preceding the Effective Date or, if more
favorable to the Executive and/or the Executive's family, as in effect on the
date of the Executive's death with respect to other key executives and their
families.
(b) Disability. If the Executive's employment is terminated by reason of
the Executive's Disability, this Agreement shall terminate without further
obligations to the Executive, other than those obligations accrued or earned by
the Executive hereunder as of the Disability Effective Date. Anything in this
Agreement to the contrary notwithstanding, the Executive shall be entitled
after the Disability Effective Date to receive disability and other benefits at
least equal to the most favorable of those provided by the Company to disabled
employees and/or their families in accordance with such plans, programs and
policies relating to disability, if any, as in effect at any time during the
ninety (90) day period immediately preceding the Effective Date or, if more
favorable to the Executive and/or the Executive's family, as in effect at any
time thereafter with respect to other key executives and their families.
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(c) Cause. If the Executive's employment shall be terminated for Cause,
the Company shall pay the Executive his full Base Salary through the Date of
Termination at the rate in effect at the time the Notice of Termination is
given, and shall have no further obligations to the Executive under this
Agreement.
(d) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability, or the employment of the Executive shall be
terminated by the Executive for Good Reason:
(i) the Company shall, unless otherwise provided herein, pay to the
Executive in a lump sum in cash within thirty (30) days after the Date of
Termination the aggregate of the following amounts:
(A) to the extent not theretofore paid, the Executive's
Base Salary through the Date of Termination at the rate
in effect on the Date of Termination; and any bonus
payments earned during the last full fiscal year ending
during the Employment Period which are not payable
until after the Date of Termination, which shall be
paid to the Executive after the Date of Termination
promptly and in accordance with the Company's bonus
plans.
(B) an amount equal to the product of
(i) the amount of any cash bonus paid (or deferred)
pursuant to the Company's Management Profit Sharing
Plan for Executive Personnel plus the amount of any
other cash
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bonus paid to the Executive for the last full fiscal
year ending during the Employment Period (or, if
applicable, the last full fiscal year of the Company
ending immediately prior to the Employment Period) and
(ii) a fraction, the numerator of which is the
Executive's number of days of employment in the fiscal
year ending on the Termination Date and the denominator
is 365;
(C) an amount equal to the Executive's Base Salary at the
rate in effect on the Date of Termination;
(D) in the case of compensation previously deferred by the
Executive, all amounts previously deferred and not yet
paid by the Company; and
(E) any amount due the Executive under any other
separation or severance pay plan of the Company; and
(ii) for the remainder of the Employment Period, the Company shall
continue benefits to the Executive and/or the Executive's family at least equal
to those which would have been provided to them in accordance with the plans,
programs and policies described in Section 4(c) of this Agreement if the
Executive's employment had not been terminated, other than salary continuation,
if and as in effect at the Company at any time during the ninety (90) day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to other key
executives and their families.
(e) Change in Control. If a Change in Control shall occur while the
Executive
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is employed by the Company, and the Executive's employment with the Company,
whether pursuant to this Agreement or otherwise, is terminated on or within
three (3) years after such a Change in Control (unless such termination is (i)
because of the death or retirement of the Executive, (ii) by the Company for
Cause or Disability, or (iii) by the Executive other than for Good Reason):
(i) The Company shall pay to the Executive the following
amounts on the Date of Termination, except as otherwise specified
below, and provide to the Executive the following benefits:
(A) to the extent not theretofore
paid, the Executive's Base Salary through and
including the Date of Termination at the rate in
effect on the Date of Termination; and any bonus
payments earned during the last full fiscal year
ending during the Employment Period which are not
payable until after the Date of Termination, which
shall be paid to the Executive after the Date of
Termination promptly and in accordance with the
Company's bonus plans.
(B) an amount equal to the product of
(i) the amount of any cash bonus paid (or deferred)
pursuant to the Company's Management Profit Sharing
Plan for Executive Personnel plus the amount of any
other cash bonus paid to the Executive for the last
full fiscal year ending during the Employment Period
and (ii) a fraction,
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the numerator of which is the Executive's number of
days of employment in the fiscal year ending on the
Date of Termination and the denominator is 365;
(C) an amount equal to three times
the Executive's current Base Salary, plus three times
the average amount paid to the Executive over the
prior three (3) years in connection with the Company's
Management Profit Sharing Plan for Executive
Personnel. The aforementioned amounts shall be
payable as follows: one-third payable on the Date of
Termination, one-third payable on the first
anniversary of the Date of Termination and one-third
payable on the second anniversary of the Date of
Termination;
(D) in the case of compensation
previously deferred by the Executive, all amounts
previously deferred and not yet paid by the Company;
(E) For one year following the Date
of Termination, the Executive and/or the Executive's
family, as the case may be, shall be eligible for
participation in and shall receive at no increase in
the rate or amount of contribution by the Executive
and/or his family (other than an increase resulting
from a change to the welfare benefit plan(s) of the
Company in which the Executive is
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a participant) all benefits under each welfare benefit
plan of the Company, including, without limitation, all
medical, prescription, dental, disability, salary
continuance, executive life, group life, accidental
death and travel accident insurance plans and programs
of the Company as in effect on the Date of Termination;
and
(F) for the shorter of one year or
the remainder of the term of the lease relating to the
Executive's automobile, payments with respect to the
Executive's automobile. At such time, the Executive
will have the right to purchase such vehicle for the
residual value of the lease in accordance with the
terms and provisions of such lease agreement.
The provisions of this Section 6(e) shall be applicable on or after a
Change of Control has occurred but not prior thereto.
7. Non-Exclusivity of Rights; Non-Mitigation. Nothing in this Agreement
shall prevent or limit the Executive's continuing or future participation in
any benefit, bonus, incentive or other plan or program provided by the Company
and for which the Executive may qualify. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any plan or program
of the Company, at or subsequent to the Date of Termination, shall be payable
in accordance with such plan or program. The Executive shall not be required
to mitigate the amount of any payments made to the Executive under this
Agreement
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by seeking other employment or otherwise.
8. Certain Reduction of Payments by the Company. Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Company to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise (a "Payment") would be subject to the
excise tax ("Excise Tax") imposed by section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), then the aggregate present value of amounts
payable or distributable to or for the benefit of the Executive pursuant to
this Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not
below zero) if such reduction would result in the Executive retaining a larger
amount, after-taxes, including the Excise Tax, than if the Executive received
all of the Agreement Payments, and the aggregate present value of the Payments
other than Agreement Payments ("Other Payments") shall also be reduced (but not
below zero) if such reduction would result in the Executive retaining a larger
amount after taxes, including the Excise Tax, than if the Executive received
all of the Other Payments.
All determinations required to be made under this Section 8 shall be made
by the Company's independent auditors (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Company and the Executive
within fifteen (15) business days of the Date of Termination of employment of
the Executive or such earlier time as is requested by the Company. Any such
determination by the Accounting Firm shall be binding upon the Company and the
Executive. The
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Executive shall determine which and how much of the Agreement Payments or Other
Payments, as the case may be, shall be eliminated or reduced consistent with
the requirements of this Section 8, provided that, if the Executive does not
make such determination within ten (10) business days of the receipt of the
calculations made by the Accounting Firm, the Company shall elect which and how
much of the Agreement Payment or Other Payments, as the case may be, shall be
eliminated or reduced consistent with the requirements of this Section 8 and
shall notify the Executive promptly of such election. Within five (5) business
days after the determination by the Executive or the Company, as applicable,
the Company shall pay to or distribute to or for the benefit of the Executive
such amounts as are then due to the Executive under this Agreement and shall
promptly pay to or distribute for the benefit of the Executive in the future
such amounts, if any, as become due to the Executive under this Agreement.
As a result of the uncertainty in the application of section 280G of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Agreement Payments or Other Payments, as the case may be,
will have been made by the Company which should not have been made (an
"Overpayment") or that additional Agreement Payments or Other Payments, as the
case may be, which will have not been made by the Company could have been made
(an "Underpayment"), in each case, consistent with the calculations required to
be made hereunder. In the event that the Accounting Firm determines that an
Overpayment has been made, any such Overpayment shall be treated for all
purposes as a loan to the Executive which the Executive shall repay to the
Company
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together with interest at the applicable federal rate provided for in section
1274(c) of the Code (the "Applicable Federal Rate"); provided, however, that no
amount shall be payable by the Executive to the Company (or if paid by the
Executive to the Company shall be returned to the Executive) if and to the
extent such payment would not reduce the amount which is subject to taxation
under section 4999 of the Code. In the event that the Accounting Firm
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive together
with interest at the Applicable Federal Rate; provided, however, that no amount
shall be payable by the Executive to the Company (or if paid by the Executive
to the Company shall be returned to the Executive) if and to the extent such
payment would not reduce the amount which is subject to taxation under section
4999 of the Code.
9. Confidential Information. 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 and its respective business which
shall have been obtained by the Executive during the Executive's employment by
the Company and which shall not be public knowledge (other than by acts by the
Executive or his representatives in violation of this Agreement). After
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company, communicate or divulge
any such information, knowledge or data to anyone other than the Company and
those designated by it.
10. Successors.
(a) This Agreement is personal to the Executive and without the prior
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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 and the
Executive' s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors.
(c) The Company will 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 to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
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 New York, 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.
(b) This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.
(c) All notices and other communications hereunder shall be in writing
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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:
If to the Executive:
Arthur S. Caruso
1953 Chatsworth Way
Tallahassee, FL 32308
If to the Company:
Precision Engine Products Corp.
92 Deerfield Road
Windsor, Connecticut 06095
Attention: William Gurley
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(d) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
(e) The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.
(f) The Executive's or the Company's failure to insist upon strict
compliance with any provision hereof shall not be deemed to be a waiver of such
provision or any other provision thereof.
(g) This Agreement contains the entire understanding of the Company and
the Executive with respect to the subject matter hereof.
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(h) If the Executive or his legal representative institutes a law suit or
legal proceeding to enforce, or obtain damages for the breach of, any of the
Executive's or such legal representative's rights under this Agreement and
obtains a judgment in his or its favor, then the Company shall pay, in addition
to all amounts payable under such judgment, the reasonable attorneys' fees
incurred by the Executive or his legal representative in such law suit or other
legal proceeding.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from 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.
EXECUTIVE
/s/Arthur S. Caruso
__________________________
Arthur S. Caruso
PRECISION ENGINE PRODUCTS CORP.
By: /s/ Stuart Subotnick
Stuart Subotnick
Director
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