Exhibit 10.19
EMPLOYMENT AGREEMENT
Agreement made as of the 1st day of August, 1995, between Silgan Holdings
Inc. (the "Company"), and Xxxxx X. Xxxxxxx (the "Executive").
WHEREAS, the Company desires to employ the Executive, and the Executive
desires to accept/continue employment with the Company, but only on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and the Executive hereby agree as follows:
1. The Company shall employ the Executive, and the Executive shall serve
the Company, for the period beginning January 1, 1996 and expiring on December
31, 1996. Provided no notice of termination has been given by November 1st, the
period shall automatically renew for successive one year periods.
2. The Executive shall serve the Company as its Vice President - Corporate
Development. During the term of this Agreement, the Executive shall, except
during vacation or sick leave, devote the whole of his time, attention and skill
during usual business hours (and outside those hours when reasonably necessary
to his duties hereunder) to his duties hereunder; faithfully and diligently
perform such duties and exercise such powers as may be from time to time
assigned to or vested in him by the Company's Board of Directors (the "Board")
or by any officer of the Company superior to the Executive; obey the directions
of the Board and of any officer of the Company superior to the Executive; and
use his best efforts to promote the interests of the Company. The Executive may
be required in pursuance of his duties hereunder to perform services for any
Company controlling, controlled by or under common control with the Company
(such companies hereinafter collectively called "Affiliates"). The Executive
shall obey all policies of the Company and applicable policies of its
Affiliates.
3. a. During the term of this Agreement, the Company shall pay the
Executive a salary at an annual rate of $193,000, which shall be payable
periodically in accordance with the Company's then prevailing payroll
practices. The salary will be reviewed as of June 1 of each year.
b. The Executive shall be eligible for a management incentive program to be
established by the Company providing a "norm" payment of 38% of salary.
c. The Executive shall be entitled to the Silgan Holding Benefits.
4. Unless terminated in accordance with the following provisions of this
paragraph 4, the Company shall continue to employ the Executive and the
Executive shall continue to work for the Company, during the term of this
Agreement.
a. This Agreement shall terminate automatically upon the death of the
Executive.
b. The Company may terminate the Executive's employment if the Executive
suffers from a physical or mental disability to an extent that renders it
impracticable for the Executive to continue performing his duties hereunder. The
Executive shall be deemed to be so disabled if (i) a physician selected by the
Company advises the Company that the Executive's physical or mental condition
will render the Executive unable to perform his duties for a period exceeding
six consecutive months, or (ii) due to a physical or mental condition, the
Executive has not substantially performed his duties hereunder for a period of
six consecutive months.
c. The Company may terminate the Executive's employment at any time for
cause; cause shall mean (i) a default or other breach by the Executive of his
obligations under this Agreement, (ii) failure by the Executive diligently and
competently to perform his duties under this Agreement, or (iii) misconduct,
dishonesty, insubordination or other act by the Executive detrimental to the
good will of the Company or damaging to the Company's relationships with its
customers, suppliers or employees, or (iv) the conviction of the Executive for a
felony (or a plea of nolo contendere thereto).
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d. The Company may terminate the Executive's employment at any time without
cause. In the event that the Executive is terminated without cause, the Company
shall continue to pay the Executive at a rate equivalent to his regular base
salary and bonus at norm until the date twelve months from the date of
termination. Such payments to the Executive by the Company will be in full and
complete satisfaction (except as provided in subsection e below) of any and all
obligations owing to the Executive pursuant to this Agreement.
e. Upon termination pursuant to a, b, c or d, above, the Company shall pay
the Executive or his estate, if he is deceased, any salary earned and unpaid to
the date of termination or any payments owed the Executive pursuant to d above,
and the Executive shall pay the Company any outstanding funds advanced by the
Company to or on behalf of the Executive.
5. The Executive shall not divulge or communicate to any person (except in
performing his duties under this Agreement) or use for his own purposes trade
secrets, confidential commercial information, or any other information,
knowledge or data of the Company or of any of its Affiliates which is not
generally known to the public and shall use his best efforts to prevent the
publication or disclosure by any other person of any such secret, information,
knowledge or data. All documents and objects made, compiled, received, held or
used by the Executive while employed by the Company in connection with the
business of the Company shall be and remain the Company's property and shall be
delivered by the Executive to the Company upon the termination of the
Executive's employment or at any earlier time requested by the Company.
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6. The Executive agrees that he shall not, for a period of two years after
the termination of this Agreement, employ any person who was employed by the
Company or any of its Affiliates or induce such person to accept employment
other than with the Company and its Affiliates.
7. The Executive hereby agrees that any and all improvements, inventions,
discoveries, formulae, processes, methods, know-how, confidential data, trade
secrets and other proprietary information (collectively, "Work Products") within
the scope of any business of the Company or any Affiliate which the Executive
may conceive or make or have conceived or made during his employment with the
Company shall be and are the sole and exclusive property of the Company, and
that the Executive shall, whenever requested to do so by the Company, at its
expense, execute and sign any and all applications, assignments or other
instruments and do all other things which the Company may deem necessary or
appropriate (i) in order to apply for, obtain, maintain, enforce or defend
letters patent of the United States or any foreign country for any Work Product,
or (ii) in order to assign, transfer, convey or otherwise make available to the
Company the sole and exclusive right, title and interest in and to any Work
Product.
8. The Company and the Executive each agree to waive trial by jury in any
action arising under or in connection with this Agreement or the employment
relationship between the Company and the Executive. In the event of any dispute
between the parties hereto arising out of or relating to this Agreement or the
employment relationship between the Company and the Executive (except any
dispute with respect to paragraph 5, 6 or 7 hereof), such dispute shall be
settled by arbitration in New York, NY in accordance with the commercial
arbitration rules then obtaining of the American Arbitration Association, except
that there shall be one arbitrator selected with respect to any such arbitration
proceeding. Judgment upon the award rendered may be entered in any court having
jurisdiction thereof. Notwithstanding anything herein to the contrary, if any
dispute arises between the parties under paragraph 5, 6 or 7 the Company shall
not be required to arbitrate such dispute or claim but shall have the right to
institute judicial proceedings in any court of competent jurisdiction with
respect to such dispute or claim. If such judicial proceedings are instituted,
the parties agree that such proceedings shall not be stayed or delayed pending
the outcome of any arbitration proceeding hereunder.
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9. Any notice or other communication required or permitted under this
Agreement shall be effective only if it is in writing and delivered personally
or sent by registered or certified mail, postage prepaid, or sent by a reputable
overnight carrier such as Federal Express, addressed as follows:
If to the Company:
Silgan Holdings Inc.
Suite 000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: R. Xxxxxx Silver
If to the Executive:
Xxxxx X. Xxxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxxx, XX 00000
or to such other address as either party may designate by notice to the other,
and shall be deemed to have been given upon receipt.
10. This Agreement constitutes the entire agreement between the parties
hereto with respect to the Executive's employment by the Company, and supersedes
and is in full substitution for any and all prior understandings or agreements
with respect to the Executive's employment.
11. This Agreement may be amended only by an instrument in writing signed
by the parties hereto, and any provision hereof may be waived only by an
instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought. The failure of either party hereto at any
time to require the performance by the other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by either party hereto of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of
such provision or a waiver of the provision itself or a waiver of any other
provision of this Agreement.
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12. This Agreement is binding on and is for the benefit of the parties
hereto and their respective successors, heirs, executors, administrators and
other legal representatives. Neither this Agreement nor any right or obligation
hereunder may be assigned by the Company (except to an Affiliate or a purchase
of all or substantially all of the assets of the Company or the Affiliate to
which the Agreement is assigned) or by the Executive.
13. If any provision of this Agreement, or portion thereof, is so broad, in
scope or duration, so as to be unenforceable, such provision or portion thereof
shall be interpreted to be only so broad as is enforceable.
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.
15. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
16. The Executive represents and warrants that he is not party to any
agreement which would prohibit him from entering into this Agreement or
performing fully his obligations hereunder.
17. The obligations of the Executive set forth in paragraphs 5, 6, 7 and 8
represent independent covenants by which the Executive is and will remain bound
notwithstanding any breach by the Company, and shall survive the termination of
this Agreement.
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IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first written above.
Xxxxx X. Xxxxxxx Silgan Holdings, Inc.
/s/ Xxxxx X. Xxxxxxx By: /s/ D. Xxxx Xxxxxxxx
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SILGAN HOLDINGS INC.
0 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
March 1, 1997
Xx. Xxxxx Xxxxxxx
Silgan Containers Corporation
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Dear Xxxxx:
This letter sets forth the agreement between Silgan Holdings Inc. (the
"Company") and you to amend your Employment Agreement dated August 1, 1995.
The Employment Agreement is hereby amended by deleting Section 3.b. thereof in
its entirety and replacing it with the following new Section 3.b. as set forth
below:
"b. The Executive shall be eligible for a management incentive program to be
established by the Company providing a "norm" payment of 20% of salary. The
management incentive program shall be identical in all respects to the
management incentive program adopted by the Board of Directors for Silgan
Containers Corporation."
If you are in agreement with the foregoing, please execute both copies of this
letter, retain one copy for your files and return one original to Xxxxxx Xxxxx.
Sincerely,
/s/ R. Xxxxxx Silver
R. Xxxxxx Silver
Chairman
Accepted and Agreed To:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Dated: March 20, 1997
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