Employment Agreement (2001)Full Document 

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                      EMPLOYMENT AGREEMENT
     THIS IS AN AGREEMENT made and entered into as of the 1st day
of April, 2001 by and between Standex International Corporation,
a Delaware corporation with executive offices located at 6 Manor
Parkway, Salem, New Hampshire 03079 (the "Employer") and
Daniel C. Potter, an individual residing at 17 Catesby Lane,
Bedford, New Hampshire 03110 (the "Employee").

     WHEREAS, Employee has heretofore been and is now employed by
Employer in a senior managerial and supervisory capacity,
currently serving as Treasurer and Tax Director; and

     WHEREAS, Employer is desirous of retaining the services of
Employee in a senior managerial and supervisory capacity upon the
terms and conditions herein set forth;

     NOW THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:

     1.   Employment; Term.  Employer hereby agrees to employ
Employee, and Employee hereby agrees to serve Employer on a full-
time basis as Treasurer and Tax Director of Employer subject to
the direction and control of the Chief Financial Officer of the
Employer, for an initial term of two (2) years commencing as of
April 1, 2001, and then shall automatically renew for successive
one (1) year terms as set forth in the immediately succeeding
subparagraph unless otherwise terminated pursuant to Section 5 of
this Agreement.

     Subject to the provisions for termination otherwise included
herein, such term shall automatically be extended for an
additional one (1) year period commencing on April 1, 2003 and
each April 1st thereafter unless either the Employer or the
Employee shall give written notice to the other six-months in
advance of the end of any term stating its intention to terminate
the Agreement at the end of that particular term.  In the event
of notice of termination by the Employer, the provisions of
Section 6 shall apply.

     2.   Best Efforts.  Employee agrees, as long as this Agreement is
in effect, to continue devote his same best efforts and the same
time and attention to the business of Employer that he is
presently devoting to said business of Employer, and to the
performance of such executive, managerial and supervisory duties
of a similar nature to those performed for Employer during the
period of service preceding this Agreement.

     3.   Non-Compete.  Except as set forth in the third paragraph of
this Section 3, Employee shall not, while this Agreement is in
effect, engage in, or be interested in, in an active capacity,
any business other than that of the Employer or any affiliate,
associate or subsidiary corporation of Employer.  It is the
express intent of the Employer and Employee that: (i) the
covenants and affirmative obligations of this Section be binding
obligations to be enforced to the fullest extent permitted by
law; (ii) in the event of any determination of unenforceability
of the scope of any covenant or obligation, its limitation which
a court of competent jurisdiction deems fair and reasonable,
shall be the sole basis for relief from the full enforcement
thereof; and (iii) in no event shall the covenants or obligations
in this Section be deemed wholly unenforceable.

     In addition, except as set forth in the third paragraph of
this Section 3, Employee shall not, for a period of one (1) year
after termination of employment (whether such termination is by
reason of the expiration of this Agreement or for any other
reason), within the United States, directly or indirectly,

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