SPECIAL INCENTIVE AGREEMENT
This Special Incentive Agreement (the "Agreement") is made and entered
into effective the 18th day of November, 1996 by and between Sweetheart
Holdings Inc. and its subsidiary, Sweetheart Cup Company Inc., (collectively
the "Company") and Xxxxxx X. Xxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to induce the Executive to remain in the
management of the Company for a period of at least two years from the date
hereof by paying to the executive a series of special incentive bonuses; and
WHEREAS, the Executive agrees to forfeit any such incentive bonuses
that have not been paid under certain circumstances.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency whereof the parties
hereby acknowledge, the parties agree as follows:
1. Special Incentive Bonus Payments.
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The Company agrees to pay as a special incentive bonus to the
Executive the total amount of $172,500.00, which amount shall be paid in three
equal installments. The first such payment shall be made on January 3, 1997.
The second and third such payments shall be made on November 28, 1997 and
November 30, 1998, respectively.
2. Condition Precedent to Payment of Special Incentive Bonus Payments.
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To be eligible to receive the Special Incentive Bonus Payments the
Executive must not have terminated his employment with the Company prior to the
date such payment is to be made, or have had his employment involuntarily
terminated for cause by the Company. For purposes of this Agreement, the term
"involuntarily termination for cause" shall be limited to termination of
employment for theft or embezzlement from the Company, or such other act to the
detriment of the Company or its business for which the Executive could be
indicted for a felony under the laws of the State of Maryland.
3. Confidentiality
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Except as provided below, the Executive agrees to maintain the
existence and terms of this Agreement in strictest confidence and not to
disclose any information regarding this Agreement or its existence to any
person including any other employee of the Company. Any questions the Executive
may have regarding this Agreement shall be addressed to the President and Chief
Executive Officer or the Vice President and General
Counsel of the Company. The Executive may also disclose the terms of this
Agreement to his spouse, or personal accounting, tax and legal advisors
solely for purposes of receiving advice regarding the Agreement, all such
disclosures to be made with the same obligation of confidentiality as required
of the Executive hereunder.
4. Governing Law; Dispute Resolution
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(a) This Agreement shall be governed by and construed under the laws
of the State of Maryland, excluding its conflict of laws provisions.
(b) (i) The parties shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation between
the Executive and the Company. If the matter has not been resolved within
thirty (30) days of a party's request for negotiation, either party may
initiate arbitration as provided hereafter.
(ii) Any dispute not resolved through negotiation as provided
above shall be settled by arbitration in Baltimore, MD in accordance with the
American Arbitration Association Employment Dispute Resolution Rules, and
judgment upon the award rendered by the Arbitrator may be entered in any Court
having jurisdiction thereof. The arbitrator in determining an award may include
the costs and expenses of the arbitration.
IN WITNESS WHEREOF, the Executive and the Company, by a duly
authorized officer, have executed this Agreement the day and year first above
written.
Sweetheart Holdings Inc. Executive
Sweetheart Cup Company Inc.
By: /s/ Xxxxxxx X. XxXxxxxxxx /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxxx X. XxXxxxxxxx Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
