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EXHIBIT 10
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as
of the 11th day of October, 1989, by and between Rangaire Corporation, a Texas
corporation (herein, together with its successors and assigns, "Employer"), and
Bill Hughes, an individual ("Employee"),
W I T N E S S E T H:
WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Employer and Employee hereby agree as follows:
1. Employment. Employer hereby employs Employee in the capacity of V.P.
Sales/Marketing to undertake and discharge, in accordance with the terms and
conditions of this Agreement, such duties, functions and responsibilities as are
from time to time delegated to Employee by Employer. Employee shall devote his
full business time and his best efforts to the performance and fulfillment of
such duties, functions and responsibilities.
2. Term. The term of this Agreement shall commence as of the date first
above written and shall continue until terminated by Employer or Employee as
hereafter provided. Either Employer or Employee may terminate this Agreement by
giving at least one year's prior written notice to the other. Notwithstanding
the foregoing, however, this Agreement and the term of Employee's employment
hereunder may be terminated by Employer without liability immediately if
Employee is guilty of fraud, dishonesty or willful misconduct with respect to
Employer. In addition, this Agreement shall automatically terminate upon the
death of Employee. Upon any such termination or expiration, Employee, his
personal representatives or his estate, as the case may be, shall be entitled to
receive only the amounts payable to Employee hereunder through the date of such
termination or expiration and no other amounts or benefits.
3. Compensation. In consideration of the services to be rendered by
Employee hereunder, Employer shall compensate Employee during the term of this
Agreement in accordance with the schedule attached hereto as Exhibit A. All
services which Employee may render to Employer or any of its affiliates in any
capacity during the term of this Agreement shall be deemed to be
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services required by this Agreement in consideration for the compensation
provided for herein. Employee shall also be entitled to participate in all plans
or arrangements providing for employee benefits from time to time made available
by Employer to similarly situated employees.
4. Confidential Information. Employee agrees that he shall not, during
the term of his employment hereunder or at any time thereafter, disclose or
reveal to any person (except in the course of the proper performance of his
duties hereunder), nor use or appropriate to his own personal use or benefit,
any trade secret or confidential or proprietary information of any kind or
character (whether or not acquired, learned, obtained or developed by Employee
alone or in conjunction with others) belonging to or concerning Employer, its
customers or others with whom Employer now or hereafter has a business
relationship. The provisions of this Section 4 shall survive any termination of
this Agreement.
5. Covenant Not to Compete. Employee agrees that he shall not, during
the term of this Agreement and for a period of two (2) years thereafter,
without the prior written consent of Employer, engage directly or indirectly in,
or carry on, on his own behalf or for anyone whomsoever, whether as an officer,
director, stockholder, owner, member, partner, joint venturer, employee,
consultant, agent, representative, proprietor, manager, associate, investor or
otherwise, any business or activity in which the training provided to Employee
by Employer, the knowledge of Employee of information concerning Employer, or
the familiarity of Employee with Employer's employees and customers and
prospects therefor, is or may be used, directly or indirectly, in competition
with Employer in or with respect to the principal geographical areas in which
Employer conducted its business during the term of this Agreement, unless
Employee is terminated by Employer for reasons not involving Employee's fraud,
dishonesty or willful misconduct with respect to Employer. Employee expressly
acknowledges that he possesses skills and abilities of a general nature that may
be used in employment other than that which would be in competition with
Employer as set forth in the preceding sentence, and therefore further
acknowledges that compliance by Employee with the covenants made by Employee
herein will not deprive him of his personal goodwill or the ability to be
gainfully employed. The provisions of this Section 5 shall survive any
termination of this Agreement.
6. Enforcement. Employee recognizes and agrees that in the event of his
breach of the provisions of Sections 4 or 5 of this Agreement, Employer may not
have an adequate remedy at law. Accordingly, Employee hereby agrees that in the
event of such a breach by Employee, Employer shall be entitled to enforce the
provisions of Sections 4 or 5 of this Agreement by injunction, in
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addition to recovering any monetary damages which Employer may sustain as a
result of such breach.
7. GOVERNING LAW. THIS AGREEMENT AND THE EMPLOYMENT RELATIONSHIP
BETWEEN EMPLOYER AND EMPLOYEE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
8. Severability of Provisions. If any provision of this Agreement is
held to be unenforceable, this Agreement shall be considered divisible and
inoperative as to such provision to the extent it is deemed unenforceable, and
in all other respects this Agreement shall remain in full force and effect. If
any provision of this Agreement is held to be unenforceable as written but may
be made enforceable by limitation thereof, then such provision shall be
enforceable to the maximum extent permitted by applicable law.
9. Sole Agreement and Amendment. This Agreement, together with the
exhibits hereto, constitutes the sole and only agreement between Employer and
Employee concerning the within subject matter, and supersedes any and all prior
oral or written communications between Employer and Employee regarding the
within subject matter. No amendment, modification or supplement to this
Agreement shall be effective unless it is in writing and signed by the party
against which it is sought to be enforced.
10. No Assignment. This Agreement is personal in nature and no party
hereto shall assign or transfer this Agreement or any of its or his respective
rights or obligations hereunder without the prior written consent of the other
party hereto.
11. Notices. Any notice required or permitted to be given hereunder
shall be in writing and shall be delivered in person or by certified or
registered United States mail, return receipt requested, at the address set
forth opposite the intended recipient's name below. Either party may by notice
to the other party hereto change the address of the party to whom notice is to
be given. The date of notice shall be the date delivered, if delivered in
person, or the date received, if delivered by mail.
12. Waiver. The waiver by either party of any term or provision of this
Agreement in any one or more instances shall not be construed as a further or
continuing waiver of such term or provision or of any other term or provision of
this Agreement.
IN WITNESS WHEREOF, Employer and Employee have executed this Agreement
as of the date first set forth above.
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Rangaire Corporation
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[Employer's Name]
P. O. Box 198 By: /s/ [ILLEGIBLE]
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[Employer's address] Title: President
Cleburne, Texas 76033 ---------------------------
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Arkansas Lime Co. /s/ BILL R. HUGHES
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[Employee's address] [Employee's name]
P.O. Box 2356
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Batesville, Ar. 72503
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EXHIBIT A
Current Salary Effective Date Employee Corporation
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$70,000 August 1, 1989 B.H. ?
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