Exhibit 10(e)(xv)
December 10, 1993
Xx. Xxxx X. Xxxxxx
Vice President - Finance
Xxxxxx Card Division
Xxxxxx Greetings, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
As you are probably aware, your employment agreement with Xxxxxx
Greetings, Inc. is set to expire on January 31, 1994. Upon that expiration,
you would become an at-will employee of the Company.
However, we believe that you, as a valued member of the Company, have
earned and continue to deserve the career and financial security afforded by
an employment agreement. Therefore, we are hereby offering to extend your
agreement indefinitely until it is terminated by the Company upon one (1)
year's advance written notice to you. The agreement shall remain subject to
earlier termination for cause. All other terms and conditions of the
agreement shall remain the same.
Please be aware that, even if the Company decides to terminate your
employment agreement, that would not necessarily be a termination of your
relationship with the Company.
To indicate your acceptance of this amendment, please sign where
indicated below and, as promptly as possible, return the executed original in
the enclosed self-addressed envelope. Please be sure to retain an executed
copy for your records.
Sincerely,
XXXXXX GREETINGS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Vice President, Human Resources
SMS/HLC/dk
ACCEPTED AND AGREED TO:
/s/ Xxxx X. Xxxxxx
--------------------
Date: 1/28/94
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January 24, 1991
Xx. Xxxx X. Xxxxxx
Controller
Xxxxxx Greetings, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Re: Employment Agreement
Dear Xxxx:
It is my pleasure to confirm to you the following terms and conditions
under which you have agreed to serve as Controller of Xxxxxx Greetings, Inc.
("Company").
0.Xxx have agreed to serve the Company on a full-time basis as a senior
executive employee, and the Company agrees to employ you as such, for a
period of three years commencing February 1,1991 and ending on January
31, 1994. Your annual salary, effective February 1, 1991, shall be
$85,000 which amount may be increased from time to time by the Company
throughout the term of the Agreement in accordance with the Company's
salary administration program. In addition, you will qualify for the
Key Executives' Bonus Program.
0.Xx addition to the above salary and bonus, you will also be included in
Xxxxxx'x Supplemental Executive Retirement Plan and in Xxxxxx'x other
programs for executives which include: executive physical
examinations, supplemental life insurance, and tax preparation and
estate planning assistance.
0.Xx the event you are unable to perform your duties hereunder due to
illness or other incapacity, which incapacity continues for more than
six consecutive or nonconsecutive months in any twelve month period,
the Company shall have the right, on not less than 30 days written
notice to you, to terminate this Agreement. In the event of your death
during your employment hereunder, your salary shall cease as of the
last day of the sixth full calendar month following the month in which
your death occurs. Except for such salary continuation rights, this
Agreement shall terminate as of the date of death.
Cont'd......
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Xx. Xxxx X. Xxxxxx
January 24, 1991
Page Two
0.Xx the event any person becomes the beneficial owner of fifty percent
(50%) or more of the Company's securities, and you are not retained by
that person in substantially the same capacity and salary as
contemplated herein for at least six (6) months from the date of said
change in beneficial ownership, then upon your termination hereunder,
you will be paid one year's salary reduced by 1/12 for each full month
of employment completed after said change in beneficial ownership. Any
amount to be paid hereunder would be further reduced by the value of
any severance package received by you from the new ownership in
connection with your termination.
0.Xx the event you voluntarily terminate your employment during the term
of this Agreement, or if your employment is terminated for cause, your
right to all compensation hereunder shall cease as of the date of
termination. "Cause" shall mean dishonesty, insubordination, gross
negligence or willful misconduct in the performance of your duties,
failure to perform duties in a diligent and competent manner, or any
willful or material breach of this Agreement. Termination of
employment under this Paragraph shall terminate this Agreement with the
exception of the provisions of Paragraphs 6, 7, and 9.
6.Also in the event you voluntarily terminate your employment hereunder,
or in the event the Company terminates this Agreement and your
employment for cause, you agree that for a period of two years after
such termination, you will not compete, directly or indirectly, with
the Company or with any division, subsidiary or affiliate of Xxxxxx
Greetings, Inc. or participate as a director, officer, employee,
consultant, advisor, partner or joint venturer in any business engaged
in the manufacture or sale of greeting cards, gift wrap or other
products produced by the Company, or by any division, subsidiary or
affiliate of Xxxxxx Greetings, Inc., without the Company's prior
consent. If this Agreement is not earlier terminated as provided in
this Paragraph, your said obligation not to compete shall continue in
effect for a period of one year following the expiration of this
Agreement or of any renewal or extension hereof.
0.Xx connection with this Agreement, you agree to receive confidential
information of the Company in confidence, and not to disclose to
others, assist others in the application of, or use for your own gain,
such information, or any part thereof, unless and until it has become
public knowledge or has come into the possession of others by legal and
equitable means. You further agree that, upon termination of
employment with the Company, all documents, records, notebooks, and
similar writings, including copies thereof, then in your possession,
whether prepared by you or by others, will be left with the Company.
For purposes of this Paragraph, "confidential information" means
Cont'd......
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Xxxx X. Xxxxxx
January 24, 1991
Page Three
information concerning Company's finances, plans, sales, products,
processes and services, or those of Company's subsidiaries, divisions
or affiliates, which is disclosed to you or known by you as a
consequence of or through your employment with the Company, and which
is not generally known in the industry in which the Company or its
subsidiaries, divisions or affiliates are or may become engaged.
8.Nothing herein is intended to be granted to you in lieu of any rights
or privileges to which you may be entitled as an executive employee of
the Company under any retirement, insurance, hospitalization, or other
plan which may now or hereafter be in effect.
9.This Agreement shall inure to the benefit of and be binding upon you
and your legal representatives as well as the Company, its successors
and assigns including, without limitation, any person, partnership,
corporation or other entity which may acquire all, or substantially
all, of the Company's assets and business.
To indicate your acceptance of and willingness to be bound by this
Agreement, please sign and return one duplicate original of this letter.
Sincerely,
XXXXXX GREETINGS, INC.
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxxx X. Xxxxxxx
President and C.E.O.
BJS/HLC/ss:=24
ACCEPTED AND AGREED TO:
/s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx
Date: 2/13/91
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