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EXHIBIT 10.10(b)
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FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT AGREEMENT made as of the 1st day of October 1996 by and between
Ekco Group, Inc. (hereinafter "Group") and ___________(hereinafter "Executive").
WHEREAS, a certain employment agreement was amended and restated and
entered into between Group and Executive as of May 25, 1995 (the "Agreement");
and
WHEREAS, the Executive and Group desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended as follows:
1.1 Deleting Section 6 in its entirety and inserting in its the
following:
"6. LETTER OF CREDIT. In order to assure Executive the prompt payment of
amounts due [him/her] under Section 5 of this Agreement, Group agrees
to continue to secure and to keep in place one or more irrevocable
letter(s) of credit from Fleet Bank of Massachusetts, N.A. or another
bank reasonably acceptable to Executive in the initial amount at least
equal or greater than (i)______ (___) times Executive's Adjusted
Salary, or (ii) the sum of the Lump Sum Payment Amount and a
reasonable amount calculated to cover the Executive's Medical, Dental
and Life Insurance Coverage Continuation, Outplacement Benefit,
[Automobile Benefits] and Gross-Up Payment (collectively, the
"Section 5.3.4 Severance Benefits"), in substantially the form of
Exhibit A, or upon other terms reasonably acceptable to Executive,
which shall allow Executive (or [his/her] legal representative) to
draw down amounts due [him/her] under Section 5 of this Agreement upon
certification by Executive (or [his/her] legal representative) that
payments are due [him/her] pursuant to this Agreement. The amount of
the letter(s) of credit shall be adjusted at least annually to reflect
changes in Executive's salary, so that it shall at all times be at
least equal to the greater of (i)_______ (____) times the Adjusted
Salary, or (ii) the Section 5.3.4 Severance Benefits. In addition, to
the extent not included above, the
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letter(s) of credit (or a separate letter of credit) shall include an
amount which Group, in its reasonable judgment, determines is
necessary to secure Group's obligations under any stock appreciation
right plan or other equity-linked plan (other than the ESOP),
provided, however, that such amount need not include any amount with
respect to stock options, restricted stock subject to repurchase
rights, or any equity plan giving Executive ownership of shares. An
initial determination of the amount necessary to secure such
equity-linked obligations shall be made on the date of grant to
Executive of such equity-linked right, and the amount shall
subsequently be adjusted at least annually to reflect the value on
such date of such rights. A failure by Group to keep such letter(s) of
credit in effect, or to renew or to make alternate arrangements to
secure its obligations in the amount required hereunder, by way of an
escrow agreement, trust, or other device, which arrangements shall be
reasonably satisfactory to Executive, at least thirty (30) days prior
to the expiration date of the letter(s) of credit or any such
alternate arrangement shall constitute an event of default under this
Agreement entitling Executive, after written notice to Group and the
passage of a ten (10) day cure period without such default being
cured, to all of the benefits accorded to [him/her] in the event of a
termination by Group without Good Cause following a Change of Control
pursuant to Section 5, without, however, the requirement that
Executive terminate [his/her] employment hereunder. Group agrees to
notify Executive within three (3) business days of any failure or
inability to maintain or renew such letter(s) of credit or other
device adopted pursuant to this Section. Notwithstanding the
foregoing, at the election of the Board of Directors of Group by
resolution of such Board with at least two-thirds (2/3) of the
then-serving Group directors who are Group directors as of the date
hereof voting in favor, the obligation to maintain letter(s) of credit
shall be relieved to the extent amounts are contributed to a trust or
trusts under the terms of which such amounts are specifically
earmarked as security for payment of obligations under this Agreement
and are at all times at least equal to the greater of (i)_____ (____)
times the Adjusted Salary, or (ii) the Section 5.3.4 Severance
Benefits. Such trust or trusts may contain a provision that its funds
will be returned to Group so as to be available to its general
creditors in the event of the bankruptcy of Group. Group agrees that
it will not take any action to prevent, hinder or delay the exercise
by Executive of [his/her] rights to exercise the security provisions
provided in this Section 6 and, further, agrees to
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cooperate with Executive as may be necessary to enable Executive to
exercise and obtain the benefits of such security provisions, in the
absence of fraudulent or unlawful conduct on the part of Executive
with respect to such exercise."
2. The Agreement as amended hereby is hereinafter referred to as the
"Employment Agreement."
3. This Amendment Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof.
4. Except as expressly provided for herein, the Employment Agreement is
hereby ratified and confirmed and shall continue in full force and effect.
5. This Amendment Agreement may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
executed and delivered by its duly authorized officer and its corporate seal to
be hereunto affixed and Executive has hereunto set [his/her] hand and seal as of
the day and year first above written in duplicate originals.
EKCO GROUP, INC.
[Seal]
By:
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Title:
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EXECUTIVE
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SCHEDULE TO FORM OF AMENDMENT
TO EMPLOYMENT AGREEMENT
The employees listed below each have entered into an Amendment to
Employment Agreement with the Company identical in form to the foregoing Form of
Amendment to Employment Agreement except as to the multiplier of Adjusted
Salary.
Name and Position(s) Adjusted Salary Multiplier
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Xxxxxx X. XxXxxxxxxx Four (4) times
Executive Vice President,
Finance & Administration
Xxxxx X. XxXxxxxxx Two and one half (2 1/2) times
Vice President & Controller
Xxxxx X. Xxxxxxx Two and one half (2 1/2) times
Associate General Counsel &
Assistant Secretary
Xxxxxxx X. Xxxxxxxxx Four (4) times
Executive Vice President,
Secretary and General
Counsel
Xxxxx X. Xxxxxx Two and one half (2 1/2) times
President, Woodstream
Corporation
