EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered into as of this 1st day of October, 2003, by and between Applica
Incorporated, f/k/a Windmere-Durable Holdings, Inc., a Florida corporation (the
"Company"), and Xxxxx X. Xxxxxxxx, an individual residing in the State of
Florida (the "Executive"). Unless the context requires otherwise, all
capitalized terms used herein without definition shall have the respective
meanings assigned thereto in the Employment Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company and the Executive have entered into that certain
Employment Agreement dated as of August 2, 1999 (as heretofore and hereby
amended, and as further amended, supplemented or restated from time to time, the
"Employment Agreement"); and
WHEREAS, the Company and the Executive have agreed to amend certain
provisions of the Employment Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of the premises, the terms, covenants
and conditions hereinafter appearing, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:
1. AMENDMENT TO EMPLOYMENT AGREEMENT.
(a) Section 3 of the Employment Agreement is hereby deleted
and the following new Section 3 is inserted in replacement thereof:
3. DUTIES. The Executive will have such duties as are
assigned or delegated to the Executive by the Board or
Chairman of the Company, and will serve as the Chief Executive
Officer and President of the Company. The Executive will
devote his entire business time, attention, skill, and energy
exclusively to the business of the Company and its
subsidiaries, will use his best efforts to promote the success
of the Company and its subsidiaries, and will cooperate fully
with the Board in the advancement of the best interests of the
Company and its subsidiaries. The employer of the Executive
shall be Applica Consumer Products, Inc., the Company's wholly
owned U.S. operating subsidiary.
(b) Section 4 of the Employment Agreement is hereby deleted
and the following new Section 4 is inserted in replacement thereof:
4. COMPENSATION. During the Term, Applica Consumer Products,
Inc., the Company's wholly owned U.S. operating subsidiary, shall
compensate Executive as follows:
(a) SALARY. Applica Consumer Products, Inc. shall
pay Executive an annual salary of $561,811 (the "Annual Base
Salary"), to be distributed in equal periodic installments
according to the Company's customary payroll practices. The
Annual Base Salary will increase progressively for each of the
ensuing twelve month periods ("Fiscal Year") during the Term
by an amount at least equal to the percentage increase in the
United States Consumer Price Index for all urban consumers
(CPI-U), U.S. City Average - All Items, published by the
Bureau of Labor Statistics, United States Department of Labor
(the "Index") for the previous calendar year. If at any time
required for the determination of the Annual Base Salary
adjustment as above described, the Index is no longer
published or issued, the parties shall use such other index as
is then generally recognized or accepted for similar
determinations of purchasing power. If the parties are unable
to agree on the selection of an index which would most
accurately carry out the intent hereof, or if there is a
dispute with respect to any computations as called for herein,
then the issue with respect thereto shall be determined by
arbitration according to the then existing rules of the
American Arbitration Association. Nothing contained herein
shall be construed to prevent the Company from increasing
Executive's Annual Base Salary more often than annually or by
a higher amount than required by the Index.
(b) BONUS. The Executive shall be entitled to receive
incentive compensation (the "Incentive Compensation") for each
year during the Term, as determined by the Compensation
Committee, to be paid in cash, stock or otherwise.
3. ENTIRE AGREEMENT. This Amendment and the Employment Agreement (as
amended hereby) constitute the entire agreement among the parties hereto and
supersede all prior agreements, understandings, negotiations and discussions,
both written and oral, among the parties and may be modified only in a writing
executed by all parties hereto.
4. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Employment Agreement is hereby confirmed
and ratified in all respects and shall remain in full force and effect according
to its terms.
5. GOVERNING LAW. This Amendment shall be construed in accordance with
and governed by the laws of the State of Florida without giving effect to its
choice of law provision.
6. ENFORCEABILITY. Should any one or more of the provisions of this
Amendment be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
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7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, by its appropriate officer, signed
this Amendment and Executive have signed this Amendment as of the day and year
first above written.
APPLICA INCORPORATED
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Chairman of the Board
EXECUTIVE
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, individually
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