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EXHIBIT 10(d)
EXTENDED AND AMENDED EMPLOYMENT AGREEMENT
THIS EXTENDED AND AMENDED EMPLOYMENT AGREEMENT (this "Extension") has
been made as of April 1, 1996 by and between TRANSMATION, INC., an Ohio
corporation (the "Corporation"), and ROBERT G. KLIMASEWSKI (the "Employee").
WHEREAS, the parties have previously entered into a certain Employment
Agreement dated as of April 1, 1995 (the "Agreement"), and they now desire to
extend the term of the Agreement and to amend the provisions of the Agreement in
certain respects;
NOW, THEREFORE, the Agreement is hereby extended and amended, effective
this date, as follows:
A. Section 2. of the Agreement is hereby amended to provide in its
entirety as follows:
"2. TERM OF EMPLOYMENT.
"(a) EXTENDED TERM. The extended term of this
Agreement and of the Employee's employment hereunder (the `Term') shall
commence on April 1, 1996 and shall expire on March 31, 1998, subject
to the further provisions of Section 2(b) hereof and in all cases
subject to earlier termination as provided by Section 9 hereof. As used
herein, the term `Year' shall mean any period during the Term
commencing on April 1 and ending on the next succeeding March 31.
"(b) RENEWAL. On April 1, 1998, the Term shall renew
for one Year and expire on March 31, 1999 if each party shall have
given the other, on or before February 1, 1998, written notice that the
Term shall renew. If such notice is not given, then the Term shall
expire on March 31, 1998."
B. Section 4. of the Agreement is hereby amended to provide in its
entirety as follows:
"4. COMPENSATION. During the Term the Corporation shall pay to
the Employee, and the Employee shall accept, as compensation for his
services rendered under this Agreement, the compensation provided by
this Section 4.
"(a) SALARY. The Corporation shall pay the Employee a
salary at the respective annual rates of (i) $200,000 per Year during
the Year beginning on April 1, 1996, and (ii) $235,000 per Year during
the
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Year beginning on April 1, 1997. Such salary shall be payable at such
intervals (but not less often than bi-weekly or semi-monthly) as the
Corporation pays the salaries of other senior executives during the
Term.
"(b) ANNUAL BONUS. The Corporation shall pay the
Employee, in respect of each Year during the Term, a cash bonus paid
under and pursuant to the terms of the Corporation's Annual Executive
Bonus Plan adopted by the Board of Directors (as recommended by the
Compensation and Benefits Committee thereof) for that Year, except that
the Employee shall instead receive 30 percent of the amount of each
such bonus in the form of shares of the Common Stock, par value $.50
per share, of the Corporation (the `Shares'), valued on the date of
payment of each such bonus; provided, however, that the aggregate
number of Shares that the Employee may so receive under this Extension
shall not exceed 24,300 Shares, and to the extent that the Employee
would otherwise be entitled to bonus compensation in the form of Shares
in excess of that number, such excess bonus compensation shall instead
be paid to the Employee in cash. All bonus compensation shall be paid
to the Employee within 16 weeks after the end of each Year. The Board
of Directors, acting through the Compensation and Benefits Committee
thereof, reserves the right, in its discretion, to award the Employee
further cash bonus compensation at the end of any Year based on the
Employee's performance during that Year.
"(c) EMPLOYEE'S INVESTMENT REPRESENTATIONS, ETC. The
Employee acknowledges and agrees that unless a Registration Statement
with respect thereto shall then be effective under the Securities Act
of 1933, as amended (the `Act'), any Shares received by him hereunder
shall be acquired by him solely for investment and not with a view to,
or for sale in connection with, any distribution thereof, nor with any
present intention of selling, transferring or disposing of the same;
and that any such Shares may not be offered for sale, sold or otherwise
transferred or disposed of unless (i) a Registration Statement with
respect thereto shall then be effective under the Act, and the Employee
shall have provided proof satisfactory to counsel for the Corporation
that the Employee has complied with all applicable state securities
laws, or (ii) the Corporation shall have received an opinion of counsel
in form and substance satisfactory to counsel for the Corporation that
the proposed offer for sale, sale or transfer of the Shares is exempt
from the registration requirements of the Act and may otherwise be
effected in compliance with any other applicable law, including all
applicable state securities laws. The Employee agree that unless a
Registration Statement with respect thereto shall then be effective
under the Act, a legend to this effect may be placed on each
certificate, and a stop transfer order may be placed against his
account, relating to the Shares. In addition, each such certificate
shall bear such additional legends and statements as the Corporation
deems advisable to assure compliance with the provisions hereof as well
as all Federal and state laws and regulations,
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including securities laws and regulations. The Employee understand
that the Corporation is relying upon the foregoing representations and
agreements in connection with the delivery of the Shares to him, and
in consideration thereof, the Employee hereby indemnifies and holds
harmless the Corporation, and the officers, directors, employees and
agents thereof, from and against any and all liability, losses,
damages, expenses and attorneys' fees which they may hereafter incur,
suffer or be required to pay by reason of the falsity of, or my failure
to comply with, any of the foregoing representations and agreements."
C. Section 10. of the Agreement (entitled "CERTAIN PROXIES") is hereby
deleted from the Agreement and is of no further force or effect.
D. Except as extended and amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Extension as of the day and year first above written.
TRANSMATION, INC.
By: /s/ Cornelius J. Murphy
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Cornelius J. Murphy
Chairman of the Board
/s/ Robert G. Klimasewski
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ROBERT G. KLIMASEWSKI
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