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Exhibit 10.54
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of
November 7, 2000 by and between Eagle-Picher Industries, Inc. ("Company") and
Xxxxxxx Xxxxxxxxxxxx ("Executive").
RECITALS:
A. It is recognized that Executive has made, and will continue to make,
invaluable contributions to the Company, through his devotion, his
skills and years of experience, his administrative and management
abilities and his stature in the industry and business community.
B. The Company and Executive desire to set forth in this Agreement their
agreements and understandings concerning the employment of Executive.
Therefore, in consideration of the mutual obligations and benefits set
forth herein, the parties agree as follows:
TERMS:
1. POSITION
For the term of this Agreement, the Company agrees to employ Executive
solely as its President and Chief Executive Officer.
2. TERM
The term of this Agreement shall begin on the date of execution of this
Agreement and shall terminate on the date Executive attains the age of
sixty-two (62) years, unless terminated sooner in accordance with
Section 6 of this Agreement.
3. DUTIES AND RESPONSIBILITIES OF EXECUTIVE
In his capacity as President and Chief Executive Officer, Executive
shall be responsible for all aspects of the day-to-day administration
and operation of Company, and agrees to devote substantially all of his
business time, energy, skill and best efforts to such duties. Executive
is, and shall remain, committed to the implementation of the strategic
plan devised by Company, as it currently exists and as it may change
from time-to-time throughout the term of this Agreement.
4. DUTIES AND RESPONSIBILITIES OF COMPANY
The Company, and its Board of Directors ("Board"), to maximize the
value of the Company, shall fully support Executive in the execution
and implementation of the strategic plan by granting Executive full
power and standing as President and Chief Executive Officer.
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5. COMPENSATION AND BENEFITS
The Company shall provide the following compensation and benefits to
Executive during the term of this Agreement.
A. BASE SALARY.
For each fiscal year during the term of this Agreement, the
Company shall pay or cause to be paid to Executive an annual
base salary ("base salary") equal to or greater than his base
salary for the immediately preceding fiscal year. Annual
adjustments in Executive's compensation will be made in
accordance with Company policies concerning executive
compensation.
B. DISCRETIONARY BONUS
In addition to the base salary, Executive shall be
entitled to receive a discretionary annual cash bonus
("bonus") based on the performance of the Company and
Executive, the amount of which, if any, shall be determined
solely by the Board (or a committee thereof).
C. MISCELLANEOUS BENEFITS AND EXPENSES.
i) Executive shall be entitled to participate in all
current executive benefit plans available to
executive employees of the Company, including, but
not limited to the Supplemental Executive Retirement
Plan, as amended May 3, 1995 ("SERP"), and he shall
be entitled to participate in any other executive
benefit plans as may be authorized and adopted by the
Company, subject to the eligibility and participation
requirements of those plans.
ii) The Company will pay or reimburse
Executive, in accordance with applicable Company
policies, for all travel, entertainment, club dues,
cell phone and other business expenses that are
reasonably related to the performance of his duties.
iii) The Company will provide Executive with
no less than four (4) weeks paid vacation in each
calendar year.
iv) The Company will provide Executive with
an automobile, paid for by Company, for use in the
performance of his services under this Agreement, in
a manner substantially consistent with past
practices. At the time of termination of this
Agreement, Executive, at his option, shall be
entitled to purchase his then current automobile for
a price agreed upon by the parties or the lease
buy-out price.
v) The Company will continue to provide
Executive with any other benefits which Executive has
received in the twelve month period prior to the
effective date of this Agreement. The Company will
further provide or offer to
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Executive any additional or new benefits, which are
provided to those other executives of the Company
covered by the SERP, subsequent to the effective date
of this Agreement.
6. TERMINATION
This Agreement may be terminated only in accordance with the following
procedures:
A. AUTOMATIC TERMINATION.
This Agreement shall terminate automatically upon Executive's
death.
B. TERMINATION BY COMPANY FOR CAUSE.
The Company may terminate this Employment Agreement
immediately upon the occurrence of any of the following
events:
i) Executive's conviction of a felony; or
ii) Executive's commission of a fraud upon
the Company; or
iii) Executive's willful failure or willful
refusal to perform job duties in material respects
(other than by reason of death or disability), which
continues uncorrected for a period of thirty (30)
days after receipt by Executive of written notice
from the Board stating with specificity the nature of
such willful failure or refusal.
C. TERMINATION BY COMPANY.
The Company also may terminate this Agreement for any reason
not covered in Subsection B, of this Section, at any time. In
the event of termination under this Section 6, Subsection C,
the Company shall be obligated to provide severance as set
forth in Section 7 below.
D. TERMINATION BY EXECUTIVE.
Executive may terminate this Agreement at any time and for any
reason by giving the Company six (6) months written notice. In
such case, Executive will support and assist the Company in
achieving a smooth transition and Company shall be obligated
to provide severance as set forth in Section 7 below.
E. CHANGE OF CONTROL OR POSITION.
In the event that the Company is sold to another person or
entity or is merged or combined with another entity or in the
event that Executive for any reason is moved from the
positions of President and Chief Executive Officer,
(collectively referred to as "the event"), Executive may
immediately terminate this Agreement. No notice is
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required under this subsection and Company shall be
obligated to provide severance as set forth in Section 7
below.
7. SEVERANCE
In the event Executive's employment with the Company terminates for any
reason specified in Section 6 above, other than in the case of
termination for cause under Section 6, Subsection B, the Company
immediately (but in no event more than ten (10) business days) shall
pay to Executive, or his estate, in a lump sum, the equivalent of all
base salary Executive otherwise would have received had he remained
employed with Company throughout the duration of this Agreement. The
parties expressly agree that such payment shall be considered and
deemed "severance pay" for purposes of calculating Executive's "salary"
and benefits as defined by and used in the SERP, or its successor
plan(s) and any other pension plan of the Company and shall be included
in the calculation of the "Final Average Monthly Salary" as defined by
those plans.
8. INDEMNIFICATION
The Company will hold harmless and will indemnify Executive against all
claims, expenses, liabilities, losses or costs (including attorneys
fees) in connection with any actions, lawsuits or other proceedings,
which are or may be brought or threatened against Executive or the
Company, from the effective date of this Agreement forward, by reason
of the fact that Executive was an employee, officer, director, or
otherwise associated with the Company or because of any act or omission
committed by Executive as an employee of the Company. The Company will
further reimburse Executive for any attorneys fees or costs associated
with any legal action to enforce the terms of this Agreement.
9. ASSIGNMENT
The rights and obligations created by this Agreement may not be
assigned by either party without the prior written consent of the other
party.
10. SEVERABILITY
Should any provision of this Agreement be held invalid or
unenforceable, in whole or as applied in a particular situation, such
determination shall not affect any other provision and all other
provisions shall remain in full force and effect.
11. WAIVER
The failure of either party to this Agreement to insist on the
performance of any of its terms or conditions or the waiver of any
breach of any terms or conditions shall not constitute a waiver of any
subsequent non-performance or breach.
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12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties on the
matters covered herein and supersedes any prior written or oral
agreements. No modifications or amendments shall be valid or effective
unless agreed to in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have entered into and executed this
Agreement.
Witness: EXECUTIVE
Xxxxxxx Xxxxxxxxxxxx /s/ Andries Ruijenaars
Date: November 7, 2000
Witness: EAGLE-PICHER INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxx
---------------------------- Xxxx X. Xxxxx
Chairman of the Board of Directors
Date: November 7, 2000
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