EXHIBIT NUMBER 10.52
FURTHER AGREEMENT CONCERNING EMPLOYMENT
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THIS FURTHER AGREEMENT CONCERNING EMPLOYMENT (the "Agreement") is made
and entered into this 23 day of January, 2000, at Hastings, Nebraska, by and
between GIBRALTAR PACKAGING GROUP, INC., a Delaware corporation (hereinafter
referred to as "Gibraltar"), and XXXX X. XXXXX, an individual residing at 000
Xxxxxx Xxxx Xx., Xxxxxxxxx, XX 00000 (hereinafter referred to as "Xxxxx").
RECITALS:
X. Xxxxx is an employee of Gibraltar, has been elected by Gibraltar to
the offices of Executive Vice President and Chief Financial Officer, and has
been serving in such capacities.
B. The parties hereto are also parties to a certain Agreement
Concerning Employment dated January 15, 1999 (the "Original Agreement") and a
certain Stock Appreciation Rights Agreement dated January 15, 1999 (the "SAR
Agreement").
C. The parties now desire to make certain changes to the terms and
conditions of Lloyd's employment, and to formalize and modify their
understandings related thereto and to the Original Agreement and the SAR
Agreement, as set forth below.
ACCORDINGLY, the parties hereto agree as follows:
1. COMPENSATION. Paragraph 1(a) of the Original Agreement shall be and
hereby is amended to provide that, effective as of November 1, 1999, Xxxxx shall
receive a salary at an annual rate of One Hundred Five Thousand Three Hundred
Eighty Seven Dollars and Ninety Six Cents ($105,387.96; hourly rate: $101.335),
payable not less frequently than monthly. Such amount may be modified at six
month intervals thereafter pursuant to paragraph 2(c) below, or by agreement of
the parties from time to time. The computation of any bonus to which Xxxxx may
be entitled for fiscal year 2000, and for any fiscal year thereafter, if
applicable, which is
based upon Lloyd's compensation shall be based upon the amount set forth in this
paragraph. Lloyd's right to participate in all corporate employee benefit
programs offered to employees by Gibraltar, as set forth in paragraph 1(d) of
the Original Agreement, shall continue until the Employment Period has been
terminated.
2. DUTIES.
(a) Paragraph 2 of the Original Agreement shall be deleted in its
entirety and shall be replaced by the following new Paragraph 2:
2. DUTIES. During the Employment Period, Lloyd's job
assignments, duties and responsibilities shall be consistent
with those of executive vice presidents and chief financial
officers of companies of a size comparable to Gibraltar;
provided, however, that it is expressly understood and agreed
that Xxxxx shall only be required to devote an average of
twenty (20) hours per week to those duties.
The number of hours which Xxxxx may be required to devote to Gibraltar pursuant
to this paragraph is sometimes referred to hereinafter as the "Required Hours."
(b) In the event that, during any three month period beginning on
November 1, 1999, February 1, 2000, May 1, 2000 or August 1, 2000, or on the
first day of any subsequent November, February, May or August, Xxxxx is required
to devote more than two hundred sixty (260) hours to the performance of the
duties described in paragraph 2 of the Original Agreement, as amended by
paragraph 2(a) of this Agreement, Gibraltar will pay additional compensation to
Xxxxx at the rate of $100 per hour for each hour in excess of 260 spent by Xxxxx
in the performance of such duties during such three (3) month period.
(c) Beginning on or about May 1, 2000, and continuing at six month
intervals thereafter, the parties agree to re-evaluate in good faith whether the
Required Hours are sufficient to meet their respective needs. If the parties
agree to revise the Required Hours, Lloyd's compensation pursuant to paragraph
1(a) above, and the number of hours which Xxxxx must work before he is entitled
to earn additional compensation pursuant to paragraph 2(b) above,
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shall be adjusted to reflect the revised Required Hours. If either (i) Gibraltar
desires to modify the Required Hours, but Xxxxx is not willing to do so, or (ii)
Xxxxx desires to modify the Required Hours, and Gibraltar is not willing to do
so, upon written notice of termination submitted by either party, Lloyd's
employment will be deemed terminated pursuant to paragraph 3(a) below.
3. TERMINATION OF THE EMPLOYMENT PERIOD. The Employment Period (which
is defined in the Original Agreement as the period of Lloyd's employment with
Gibraltar) may be terminated in accordance with the following provisions:
(a) Xxxxx may elect to terminate his employment at any time,
by providing Gibraltar with at least thirty (30) days' prior written notice. The
notice of termination shall set forth a specific termination date, and Lloyd's
employment shall be deemed terminated for all purposes (including, without
limitation, for purposes of the Original Agreement and the SAR Agreement) on the
termination date set forth in such notice of termination. In the event of a
termination pursuant to this paragraph, (i) Xxxxx shall be entitled to receive
the unpaid balance (if any) of the severance compensation described in paragraph
4(b) below, and (ii) Xxxxx shall not be entitled to any other severance
compensation hereunder (i.e., he shall forfeit the unpaid balance of the maximum
severance compensation described in paragraph 4(a) below).
(b) Gibraltar may elect to terminate Lloyd's employment at any
time, by providing Xxxxx with at least thirty (30) days' prior written notice.
The notice of termination shall set forth a specific termination date, and
Lloyd's employment shall be deemed terminated for all purposes (including,
without limitation, for purposes of the Original Agreement and the SAR
Agreement) on the termination date set forth in such notice of termination. In
the event of a termination pursuant to this paragraph, Xxxxx shall be entitled
to receive all of the then unpaid severance compensation described in paragraph
4(a) below, which shall be paid to Xxxxx at the annual rate of One Hundred Five
Thousand Three Hundred Eighty Seven Dollars and Ninety Six
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Cents ($105,387.96), payable not less frequently than monthly. In addition, the
benefits described in paragraph 1(d) of the Original Agreement, and such other
benefits as Gibraltar had been providing to Xxxxx immediately prior to issuance
of the notice of termination, shall continue for a period of one (1) full year
following the termination date.
4. PROVISIONS RELATED TO SEVERANCE COMPENSATION. The parties hereby
agree that, notwithstanding any provision of the Original Agreement to the
contrary, the reduction in the duties required of Xxxxx and his salary, as
described above, shall entitle Xxxxx to severance compensation, in accordance
with the following:
(a) The maximum aggregate severance compensation to which Xxxxx
shall be entitled, pursuant to the Original Agreement and this Agreement, shall
be $210,775.92, and shall be payable (during the time when it is payable
pursuant to this Agreement) not less frequently than monthly.
(b) Throughout the twelve month period beginning on November 1,
1999, Gibraltar shall pay severance compensation to Xxxxx at the annual rate of
One Hundred Five Thousand Three Hundred Eighty Seven Dollars and Ninety Six
Cents ($105,387.96), payable not less frequently than monthly.
(c) In the event that the parties agree, pursuant to paragraph 2(c)
above, to reduce the Required Hours below the level currently established
pursuant to paragraph 2(a) above, which agreement also causes a corresponding
reduction in the amount of Lloyd's salary, then Xxxxx shall receive, in addition
to such salary, severance compensation in an amount which, when added to the
salary then being paid to Xxxxx, will result in Xxxxx receiving total salary and
severance compensation in an amount equal to an annual rate of One Hundred Five
Thousand Three Hundred Eighty Seven Dollars and Ninety Six Cents ($105,387.96).
The amount of such severance compensation shall be charged against the maximum
amount described in paragraph
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4(a) above, and the payment thereof shall be discontinued when such maximum
amount has been paid in full.
(d) In the event of the occurrence of an event which, pursuant to
paragraph 4 or paragraph 5 of the Original Agreement, would cause the payment of
severance compensation to Xxxxx, Xxxxx shall be entitled to severance
compensation pursuant to this Agreement or pursuant to the Original Agreement,
whichever would result in the larger periodic payment, but in each case subject
to the limitation set forth in paragraph 4(a) hereof.
(e) Nothing contained in this Agreement is intended to modify in any
way the intention of the parties, as set forth in paragraph 5 of the Original
Agreement, that Xxxxx shall not be entitled to any severance compensation in the
event of the termination of his employment as a result of (i) Lloyd's death,
(ii) Lloyd's "Disability" (as defined in paragraph 5(b) of the Original
Agreement), (iii) Lloyd's "Retirement" (as defined in paragraph 5(c) of the
Original Agreement), or (iv) Lloyd's termination by Gibraltar for "Cause" (as
defined in paragraph 5(d) of the Original Agreement).
5. PROVISIONS RELATED TO SAR AGREEMENT.
(a) The SAR Agreement remains in full force and effect in accordance
with its terms.
(b) Notwithstanding the terms of paragraph 5(a) above, the parties
agree that the change in duties described above, including the reduction in the
number of hours which Xxxxx will be required to devote to the business of
Gibraltar, shall not constitute a "Termination of Employment" as defined in
Section 8 of the 1998 Stock Appreciation Rights Plan to which the SAR Agreement
is related.
6. CONTINUING FORCE AND EFFECT. Except as expressly modified by the
terms of this Agreement, the Original Agreement and the SAR Agreement continue
in full force and effect in accordance with the original terms thereof.
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7. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, representatives and successors.
8. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
9. EFFECT OF CAPTIONS. The captions in this Agreement are included for
convenience only and shall not in any way effect the interpretation or
construction of any provision hereof.
10. NOTICES. All notices, requests, demands or other communications
hereunder shall be sent by registered or certified mail to:
To Employer: Gibraltar Packaging Group, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attn: President
Copy to: Xxxx X. Xxxxx, Esquire
Xxxxxxx Xxxxxxx & Xxxxxx P.L.L.
0000 Xxxx Xxxxx Xxxxxx
20th Floor, Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
To Xxxxx: Xxxx X. Xxxxx
000 Xxxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
11. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by
and construed in accordance with the substantive law of the State of Delaware.
The parties intend to and hereby do confer jurisdiction upon the courts of any
jurisdiction within the State of Delaware to determine any dispute arising out
of or related to this Agreement, including the enforcement and the breach
hereof.
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12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between Employer and Xxxxx and supersedes all prior agreements and
understandings relating to the subject matter hereof.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands on
the date first hereinabove mentioned.
GIBRALTAR PACKAGING GROUP, INC.
("Gibraltar")
By:
Xxxxxx X. Xxxx, Chairman
/s/ Xxxxxx X. Xxxx
XXXX X. XXXXX ("Xxxxx")
/s/ Xxxx X. Xxxxx
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