STANDEX INTERNATIONAL CORP/DE/
FIX EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>fixex1003.txt
<DESCRIPTION>FIX EMPLOYMENT AGREEMENT
<TEXT>


                                                               EXHIBIT 10(S)


                             EMPLOYMENT AGREEMENT


      THIS  AGREEMENT is made and entered into as of this 1st day of April 2003
by and between  STANDEX  INTERNATIONAL CORPORATION, a Delaware corporation with
its executive offices in Salem,  New  Hampshire (hereinafter referred to as the
"Employer"), and

                                 ROGER L. FIX

of Manchester, New Hampshire (hereinafter referred to as the "Executive").

      WHEREAS, Executive has heretofore been and is now employed by Employer in
a managerial and supervisory capacity,  currently  serving  as President/CEO of
Employer pursuant to an Employment Agreement dated December 3, 2001; and

      WHEREAS, Employer is desirous of retaining the services  of  Executive in
such senior executive 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.   TERMINATION  OF  2001  EXECUTIVE EMPLOYMENT  AGREEMENT;  EMPLOYMENT;
TERM.  Employer and Employee agree  that  the  Executive  Employment  Agreement
dated December 1, 2001 (the "2001 Agreement") is terminated in all respects  as
of  the  date of this Agreement.  The parties further agree that this Agreement
replaces and  supersedes  the  2001 Agreement and is intended to be controlling
with respect to all terms and conditions of the employment relationship between
the Employer and the Employee.

      Employer hereby agrees to  employ  Executive  on  a  full-time  basis and
Executive  agrees  to  serve  Employer  on a full-time basis as President/Chief
Executive Officer of the Employer or other  senior  executive,  managerial  and
supervisory  capacity,  subject  to  the  direction and control of the Board of
Directors of Employer, said employment being  upon  the  terms  and  conditions
herein set forth.


      2.   TERM.  The initial term (the "Initial Term") of this Agreement shall
commence  upon  the  date  it is executed by the Executive and continue through
midnight on December 31, 2006,  unless  otherwise terminated in accordance with
the provisions of Sections 6 or 15.  Upon  the  expiration of the Initial Term,
this Agreement shall automatically renew for an additional  term  of  three (3)
years (the "First Renewal Term") commencing upon January 1, 2007, and upon  the
expiration  of the First Renewal Term, this Agreement shall automatically renew
for  an additional  term  of  three  (3)  years  (the  "Second  Renewal  Term")
commencing  upon  January  1,  2010.   Notwithstanding the foregoing, the First
Renewal Term and the Second Renewal Term  shall not occur if this Agreement has
been otherwise terminated in accordance with the provisions of Sections 6 or 15
and,  provided further.  Subject to the provisions  for  termination  otherwise
included  herein,  either the Employer or the Executive shall have the right to
terminate this Agreement  by  giving the other party thirty (30) days advanced,
written notice (the "Notice Period"),  at  any  time during the Initial Term or
any Renewal Term, stating his/its intention to terminate  the  Agreement.  Such
termination will be effective at the end of the Notice Period.  In the event of
notice of termination by the Employer, the provisions of Section 6 shall apply.



      3.   BEST  EFFORTS.   Executive agrees, as long as this Agreement  is  in
effect, to continue to 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.


      4.   NON-COMPETE.  Except as  set  forth  in  the third paragraph of this
Section 4, Executive shall not, as long as this Agreement  is in effect, engage
in, or be interested in, in any active capacity, any business  other  than that
of  Employer or any affiliate, associate or subsidiary corporation of Employer.
It is  the  express  intent  of  the  Employer  and the Executive that: (i) the
covenants and affirmative obligations in 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
4, Executive shall not for a  period  of  two  years  after  the termination of
employment  with  Employer  (whether  such  termination  is  by reason  of  the
expiration of this Agreement or for any other reason) compete  with or directly
or  indirectly  own,  control,  manage,  operate,  join or participate  in  the
ownership, control, management or operation of any business which competes with
any present or future business of Employer at the time of such termination.  In
addition,  the  Executive  covenants  and  agrees  that  he   will  not,  after
termination of employment with the Employer, directly or indirectly solicit for
employment or retain or hire any employees of the Employer.

      No  provision  contained in this paragraph shall restrict Executive  from
making investments in  other  ventures which are not competitive with Employer,
or restrict Executive from engaging,  during  non-business  hours, in any other
such non-competitive business or restrict Executive from owning  less than five
per  cent  of  the outstanding securities of companies which compete  with  any
present or future business of Employer and which are listed on a national stock
exchange or actively traded on the NASDAQ National Market System.



      5.   COMPENSATION; BENEFITS.  Employer agrees to compensate Executive for
his services at  a minimum annual base salary during any year of this Agreement
(January 1 to December  31) of the higher of $600,000 or the base salary at the
end of the immediately preceding  year  of  this  Agreement.   Such base salary
shall be payable at least monthly and shall be increased as determined  (in its
sole discretion) by Employer.

      Executive shall also be entitled to participate in the Standex Long  Term
Incentive   Program,   the   Standex  Annual  Incentive  Program,  the  Standex
Supplemental Executive Retirement Plan ("SERP"), the Standex Retirement Savings
Plan and in such other benefit  plans  and  programs as are made available from
time to time to senior executives of the Employer.  Executive shall be entitled
to use an automobile furnished at the expense  of  Employer  in accordance with
Employer's policy on this subject, as such policy shall be revised from time to
time.


      1.          TERMINATION.

           A.  DEATH.   Executive's employment shall terminate  forthwith  upon
his death and all liability of Employer under this Agreement or otherwise shall
thereupon cease except for  any compensation for past services remaining unpaid
and for benefits due to Executive's  estate or to others under the terms of any
benefit plan or agreement then in effect.

           B.  DISABILITY.  In the event  that  Executive becomes substantially
disabled  during the term of this Agreement for a  period  of  six  consecutive
months so that  he is unable, in the reasonable opinion of Employer, to perform
the  services  as contemplated  herein,  then  Employer,  at  its  option,  may
terminate Executive's  employment  and  this  Agreement  upon  at least six (6)
additional  months  advance  written  notification  to  Executive.  Until  such
termination option is exercised and the six month period has been satisfied  or
as otherwise mutually agreed in writing, Executive will continue to receive his
full  salary  and  fringe  benefits  during  any  period  of  illness  or other
disability, regardless of duration.

           C.  MATERIAL BREACH.  In the event of a material breach of the terms
of  this Agreement by Executive or Employer, the non-breaching party may  cause
this  Agreement  to be terminated on 10 days written notice, provided, however,
that termination by Employer for material breach following a change of control,
as defined in Section 15, shall be effective only upon twelve (12) months prior
written notice.  Employer  may  remove  Executive from all duties and authority
commencing  on the first day of any such notice  period,  however,  payment  of
compensation  and participation in all benefits shall continue through the last
day of such notice  period.   For  purposes  of  this Agreement material breach
shall be defined as:

           (i) an act or acts of dishonesty on the  Executive's  part which are
               intended to result in his substantial personal enrichment at the
               expense of the Employer; or

           (ii)the Executive willfully, deliberately and continuously  fails to
               materially  and  substantially perform his duties hereunder  and
               which result in material injury to the Employer (other than such
               failure  resulting   from  the  Executive's  incapacity  due  to
               physical  or mental disability)  after  demand  for  substantial
               performance   is   given   by  the  Employer  to  the  Executive
               specifically  identifying  the  manner  in  which  the  Employer
               believes  the  Executive has not  materially  and  substantially
               performed his duties hereunder.

No action, or failure to act, shall  be  considered  "willful" if it is done by
the  Executive  in good faith and with reasonable belief  that  his  action  or
omission was in the best interest of the Employer.

           D.  LEGAL EXPENSES.  It is further agreed that Employer will pay all
reasonable legal  expenses  of Executive in the event that Executive defends or
brings any action under this  Agreement, provided, however, that Employer shall
not be obligated to pay the legal  expenses of Executive if, in good faith, the
Board of Directors determines that,  Executive  acted  in  a  manner  Executive
believed  to  be  adverse  to  the best interests of Employer or that Executive
should  have  known that his conduct  was  unlawful.   Notwithstanding  such  a
determination,  the  Board  shall  be obligated to reimburse Executive for said
legal expenses if he successfully defends or successfully prosecutes his case.


      7.   SEVERANCE.   In the event  that Executive's employment is terminated
pursuant to Section 1 of this Agreement  (exclusive  of  a  termination after a
change  in control where severance is governed by the provisions  contained  in
Section 15  herein  and  exclusive  of  termination  pursuant to Section 6, the
Executive shall receive severance pay for a period of  two  (2) years following
termination of employment and coincident with the first year  of  the severance
period,  one  year  of  medical and dental insurance coverage as is then  being
offered  to  salaried  employees  at  the  Employer's  corporate  home  office.
Notwithstanding the foregoing  medical  and  dental coverage, in the event that
the Executive becomes eligible and elects to receive  other  medical and dental
insurance  coverage  through  a new employer during the severance  period,  the
Employer's  obligations  to  provide  medical  and  dental  insurance  coverage
pursuant to this Section 7 shall  terminate upon the commencement of such other
coverage.   Severance will be paid in  accordance  with  normal  and  customary
payroll practices  of the Employer.  The severance pay will be calculated based
on the Executive's then current, annual base compensation.



      8.   NOTICES.  Any notice to be given pursuant to this Agreement shall be
sent by certified mail,  postage  prepaid,  or  by  fax (with a copy mailed via
first class mail, postage pre-paid) or delivered in person  to  the  parties at
the following addresses or at such other address as either party may from  time
to time in writing designate:

      To Executive:              Roger L. Fix
                                 555 Canal Street, Apt. 712
                                 Manchester, New Hampshire 03101


      To Employer:               Standex International Corporation
                                 6 Manor Parkway
                                 Salem, New Hampshire 03079


      9.   INVENTION  AND  TRADE  SECRET  AGREEMENT.  Executive agrees that the
Invention and Trade Secret Agreement dated  December  3,  2001  by  and between
Executive  and Standex International Corporation and signed by Executive  shall
remain in full  force  and  effect  while  this  Agreement is in effect and, as
provided in the Invention and Trade Secret Agreement, after termination hereof.


      10.  SPECIFIC  PERFORMANCE.   It is acknowledged  by  both  parties  that
damages will be an inadequate remedy  to  Employer  in the event that Executive
breaches or threatens to breach his commitments under  Section  4  or under the
Invention  and  Trade  Secret Agreement. Therefore, it is agreed that Employer,
may institute and maintain  an  action  or  proceeding  to  compel the specific
performance  of  the promises of Executive contained herein and  therein.  Such
remedy shall, however,  be  cumulative,  and not exclusive, to any other remedy
that Employer may have.


      11.  SURVIVAL.  The obligations contained  in  Sections  4  and  9  shall
survive  the  termination  of  this Agreement.  In addition, the termination of
this Agreement shall not affect  any  of  the  rights  or obligations of either
party arising prior to or at the time of the termination  of  this Agreement or
which may arise by any event causing the termination of this Agreement.


      12.  COVENANTS  SEVERABLE.   In  the  event  that  any covenant  of  this
Agreement  shall  be  determined  invalid  or unenforceable and  the  remaining
provisions can be given effect, then such remaining  provisions shall remain in
full force and effect.


      13.  ENTIRE   AGREEMENT;  AMENDMENT.   This  Agreement   supersedes   any
employment understanding  or  agreement  (except the Invention and Trade Secret
Agreement) that may have been previously made  by  Employer  or  its respective
subsidiaries or affiliates with Executive.  This Agreement, together  with  the
Invention  and  Trade Secret Agreement, represents all the terms and conditions
and the entire agreement  between  the  parties  hereto  with  respect  to  the
employment of Executive by Employer.  This Agreement may be modified or amended
only by written agreement signed by Employer and Executive.


      14.  ASSIGNMENT.    This  Agreement  is  personal  between  Employer  and
Executive and may not be assigned;  provided, however, that Employer shall have
the absolute right at any time, or from  time  to  time,  to  sell or otherwise
dispose of its assets or any part thereof or to reconstitute the  same into one
or more subsidiary corporations or divisions or to merge, consolidate  or enter
into  similar  transactions.  In  the  event  of any such transaction, the term
"Employer" as used herein shall mean and include such successor corporation.


      1.          CHANGE OF CONTROL.

           A.  In the event of a change in control  of  Employer required to be
reported under Item 6(e) of Schedule 14A of Regulation 14A  of  the  Securities
Exchange Act of 1934:

           (i)    Employer  may  terminate  Executive's  employment  only  upon
              conclusive  evidence  of substantial and indisputable intentional
              personal  malfeasance  in   office   such  as  a  conviction  for
              embezzlement of Employer's funds; and


           (ii)   Executive may terminate his employment  at  any time if there
              is a change in his general area of responsibility, title or place
              of  employment,  or  if  his  salary or benefits are lessened  or
              diminished.

           B.  Following a change of control  of  Employer,  any termination of
Executive's employment either by Executive pursuant to Section  15.A.(ii) or by
Employer  under any circumstances other than involving conclusive  evidence  of
substantial and indisputable intentional personal malfeasance in office, then:

           (i)    Executive  shall be promptly paid a lump sum payment equal to
              three times his  current  annual base salary plus three times the
              most recent annual incentive paid to him;

           (ii)   Executive shall become  100%  vested  in all benefit plans in
              which he participates including but not limited  to  the  Standex
              Retirement  Savings  Plan, the Management Savings Program portion
              of the Standex Annual  Incentive Program and all restricted stock
              options and performance  share  units  granted  under the Standex
              Long Term Incentive Program and any other stock option  plans  of
              the Employer;

           (iii)  Three years of benefit service shall be added to the years of
              service credited to Executive under the Standex Retirement Plan;

           (iv)   The  salary  and  bonus  paid under Section 15.B.(i) shall be
              deemed the Executive's compensation  during such three additional
              years for purposes of the computation  of  his  pension under the
              Standex Retirement Plan;

           (v)    All  life  insurance and medical plan benefits  covering  the
              Executive and his dependents shall be continued at the expense of
              Employer for the  three-year period following such termination as
              if the Executive were still an employee of the Employer; and

           (vi)   In the event that  any payment or distribution of any type to
              or for the benefit of the  Executive made by the Employer, by any
              of  its  affiliates,  by  any person  or  entity  which  acquires
              ownership or effective control  or  ownership  of  a  substantial
              portion  of  the Employer's assets within the meaning of  Section
              280G of the Internal  Revenue  Code  of 1986, as amended, and all
              related  regulations  or  any  similar  federal   tax   that  may
              hereinafter be imposed, whether paid or payable or distributed or
              distributable   pursuant   to   this   Agreement   or   otherwise
              (collectively  called the "Total Payments"), would be subject  to
              the excise tax imposed  by  Section  4999 of the Internal Revenue
              Code  of  1986, as amended, and all related  regulations  or  any
              similar federal  tax  that  may  hereinafter  be  imposed  or any
              interest  or  penalties  with  respect  to  such excise tax (such
              excise  tax,  together  with any such interest or  penalties  are
              hereinafter collectively  referred  to as the "Excise Tax"), then
              the Executive shall be entitled to receive  from  the Employer an
              additional  payment (an "Excise Tax Restoration Payment")  in  an
              amount that shall  fully fund the payment by the Executive of any
              Excise Tax on the Total  Payments  as  well  as  any income taxes
              imposed  on  the Excise Tax Restoration Payment, any  Excise  Tax
              imposed on the Excise Tax Restoration Payment and any interest or
              penalties imposed  with  respect  to  taxes  on  the  Excise  Tax
              Restoration  Payment  or any Excise Tax.  If the Employer refuses
              or fails to timely pay  the Excise Tax Restoration Payment to the
              Executive without a good  faith  lawful  justification  and  such
              refusal  or  failure is not corrected within twenty (20) business
              days after the  Executive provides written notice to the Employer
              concerning  the refusal  or  failure,  then  the  Employer  shall
              immediately pay  to  the  Executive an additional amount equal to
              75% of the Executive's last  annual base salary as a late fee for
              the  Employer's  late  payment  of  the  Excise  Tax  Restoration
              Payment.  The Employer shall furnish  to  the Executive a written
              statement setting forth in detail the manner  in which the Excise
              Tax  Restoration Payment was calculated and the  basis  for  such
              calculations,  including  any  opinions  or other advice that the
              Employer received from outside counsel, auditors  or consultants.
              Notwithstanding  the  foregoing,  it  is  the express intent  and
              desire of the parties that if the Total Payments would trigger an
              Excise  Tax,  then  the Executive shall be entitled  to  promptly
              receive such additional  monetary  compensation from the Employer
              as may be necessary to ensure that the  Executive's net after tax
              benefit of the Total Payments would be the  same  as if no Excise
              Tax had been imposed upon the Total Payments. In the event of any
              dispute  between  the  Executive  and the Employer involving  the
              Excise  Tax Restoration Payment, the  matter  shall  be  promptly
              submitted  to  binding arbitration on an expedited basis before a
              mutually acceptable arbitrator at a national accounting firm.

      16.  GOVERNING LAW; BINDING NATURE OF AGREEMENT.  This Agreement shall be
construed in accordance with the  laws  of the State of New Hampshire and shall
be  binding  upon  and  inure  to the benefit  of  the  parties  hereto,  their
respective heirs, executors, administrators, successors and assigns.

      IN WITNESS WHEREOF, Employer  has caused this Agreement to be executed on
its behalf by its officers thereunto  duly authorized and its corporate seal to
be hereto affixed, and Executive has executed the within instrument as a sealed
document, all as of the day and year first above written.

                                 STANDEX INTERNATIONAL CORPORATION

                                         /s/  Edward J. Trainor
                                 By:   ____________________________________
                                       Edward J. Trainor, Chairman
ATTEST:

  /s/  Deborah A. Rosen
_______________________________
Deborah A. Rosen, Secretary


  /s/  Janet L. Duffy                    /s/  Roger L. Fix
_______________________________          _____________________________________
Witness                                  Roger L. Fix





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