Exhibit 10.2 Xxxxx X. Xxxxx
AGREEMENT
TO FOREGO COMPENSATION
An Agreement is made between Xxxxx X. Xxxxx (the "Executive") and Alltrista
Corporation (the "Company").
WHEREAS, the Executive has been and continues to be a valued key executive of
the Company;
WHEREAS, the Company desires to make a loan to the Executive; and
WHEREAS, the Executive agrees to forego all of the balances payable to the
Executive under the 1993 Deferred Compensation Plan and the Excess Savings and
Retirement Plan (the "Plans").
NOW, THEREFORE, in consideration for the aforementioned promises, and for other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows, intending to be legally bound.
1. The Company agrees to enter into a loan agreement (the "Loan Agreement") to
provide a loan to the Executive. The terms of the loan shall be documented
by a Promissory Note (the "Note") to be executed by the Company and the
Executive.
2. In consideration for the Company's promise to enter into the Loan
Agreement, the Executive's account balances in the Plans shall be reduced
to zero effective March 31, 2001. The Executive's balances in the Plans
shall be foregone by the Executive, and the Executive hereby irrevocably
waives his right to payment of such amount.
3. The Executive agrees that: the Company has not advised him as to any
financial or tax risks associated with this Agreement or the Loan Agreement
and Note to be entered into pursuant to this Agreement; that the Executive
has relied solely on his personal advisors in deciding to enter into this
Agreement and the related transactions; and, that the Executive (and his
successors, heirs and assigns) assume responsibility for any tax or
financial risks incurred by the Executive (or his successors, heirs and
assigns) resulting from the transaction.
IN WITNESS WHEREOF, the parties hereby execute this Agreement, intending to be
legally bound,
Alltrista Corporation
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------- -----------------------------
Xxxxx X. Xxxxx
March 29, 2001 March 29, 2001
----------------------------- -----------------------------
Date Date
