EXHIBIT 10.20
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 27th day of
February, 1998 is entered into by Xxxxxxxxxx Seed, Inc. of Delaware, a Delaware
corporation (the "Company"), and Xxxxxx Xxxxxxxxxx III (the "Executive").
WHEREAS, Executive was an executive and shareholder of Xxxxxxxxxx Seed,
Inc., a Georgia corporation ("PSI").
WHEREAS, PSI has been acquired by Central Garden & Pet Company, a Delaware
corporation ("Central"), pursuant to an Agreement and Plan of Reorganization
dated as of February 17, 1998, pursuant to which PSI has been merged into the
Company.
WHEREAS, the Company desires to employ the Executive and the Executive
desires to be employed by the Company.
In consideration of mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Term of Employment: Executive will be employed by the Company for a period
of five (5) years, subject to termination as set forth below.
2. Title; Capacity: The Executive shall serve as President and Chief Executive
Officer of the Company. He shall perform those duties and responsibilities
assigned to him by the Board of Directors Company; provided, however, that
Executive shall not be asked to perform any duties that are of a materially
different type or nature than he was performing while he was an executive
of PSI prior to its acquisition by Central. In no event shall the Company
assign to Executive duties which would necessitate his relocation.
3. Salary: The Company will pay Executive a base, annualized salary of a
maximum of $300,000 in accordance with Central's prevailing practices for
executives of its wholly owned subsidiaries.
4. Benefits: Executive shall be furnished, at his request, every 24 months
with a new automobile with a list price of not more than $20,000. All
costs and expenses of operation, insurance and maintenance of automobile
shall be paid by the Company. Executive shall be entitled to four weeks of
paid vacation each year during the term of this Agreement. In addition to
the foregoing, Executive shall receive fringe benefits and shall
participate in bonus and other compensation and benefit programs on
substantially the same terms and conditions as are generally available to
other senior executives of Central and its subsidiaries.
5. Reimbursement of Expenses: The Company will reimburse Executive for all
reasonable travel, entertainment and other expenses incurred or paid by the
Executive in
connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement in accordance with the
Company's policies, upon presentation by Executive of documentation,
expense statements, vouchers, and/or other supporting information as the
Company may request.
6. Incapacity: In the event that Executive becomes physically or mentally
disabled or incapacitated such that it is the reasonable, good faith
opinion of the Company that Executive is unable to perform the services
required under this Agreement, then four (4) months after the onset of said
physical or mental disability, this Agreement will terminate; provided
however, that during this four (4) month period, Executive shall be
entitled to the continuation of his compensation as provided by this
Agreement; however such continued payments by the Company shall be
integrated with any disability, workers' compensation, or other insurance
payments received, such that the total amount does not exceed the
compensation as provided by this Agreement. For purposes of this
Agreement, physical or mental disability does not include any disability
arising from alcoholism, drug abuse, or related issues.
7. Termination by the Company For Cause: The Company may terminate Executive
for cause. If Executive is terminated for cause, he will receive only his
compensation earned pro rata to the date of his termination. All other
benefits including stock option vesting under Section 5 above will cease on
the date of Executive's termination. Cause shall be defined as:
(a) An intentional act of fraud, embezzlement or theft;
(b) An act or omission constituting negligence or misconduct which is
materially injurious to the Company;
(c) A material violation of the Noncompetition Agreement between the
parties incorporated herein by reference;
(d) A material violation of this Agreement by Executive, which is not
cured within 30 days after written notice thereof; or
(e) Executive's death.
8. Confidential Business Information: The Company has and will continue to
spend significant time, effort and money to develop proprietary information
which is vital to the Company's business. In the course of Executive's
employment with the Company, he will acquire certain proprietary
information. Executive agrees that he will not disclose or utilize any
confidential business information (not already otherwise made public or
already in possession of the person to whom it was disclosed) or trade
secrets to any competitor of the Company or any other person or entity
outside the Company other than the agents representatives or consultants
acting on behalf of the Company. Any confidential materials that come into
Executive's
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possession during his employment shall remain the exclusive property of the
Company and shall be promptly returned to the Company upon any termination
of employment.
9. Separability: Each provision of this Agreement is separable and independent
of the other provisions. If any part of this Agreement is found to be
invalid, the remainder shall be given full force and effect as permissible
by law.
10. Complete Agreement: This Agreement constitutes the entire agreement between
Executive and the Company regarding the subjects covered by this Agreement.
No other agreement, understanding, statement or promise other than those
contained in this Agreement is part of their employment agreement or will
be effective. Any modification of this Agreement will be effective only if
it is in writing and signed by the parties.
11. Governing Law: This Agreement will be governed and construed consistent
with the laws of the State of Georgia
12. Notice: All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given (except as
may otherwise be specifically provided herein to the contrary) if delivered
by hand and receipted for by the party to whom said notice or other
communication shall have been directed or mailed by certified or registered
mail with postage prepaid:
(a) If to the Company Xxxxxxxxxx Seed, Inc.
Subsidiary to: c/o Central Garden & Pet Company
0000 Xx. Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx
with a copy to: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
The Old Federal Reserve Bank Building
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
(b) If to the Xxxxxx Xxxxxxxxxx III
Executive to: Xxxxxxxxxx Seed, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
with a copy to: King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxx, III
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IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and
year first above written.
XXXXXX XXXXXXXXXX III
/s/ Xxxxxx Xxxxxxxxxx III
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XXXXXXXXXX SEED, INC. OF DELAWARE
/s/ Neill X. Xxxxx
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