AGREEMENT
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THIS AGREEMENT is made and entered into effective this 14th day of April,
1997 by and between CONVERSE INC., a Delaware corporation (hereinafter
"Converse"), and XXXXXX X. XXXXXXXXX (hereinafter "Employee").
WHEREAS, Employee presently serves as an executive officer of Converse; and
WHEREAS, it is in the best interests of Converse to assure that it will
have the continued dedication of Employee.
NOW THEREFORE, for good and valuable consideration and in order to induce
Employee to remain in the employ of Converse, the parties covenant and agree as
follows:
1. Definitions. For all purposes of this Agreement, the following terms
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shall have the meanings specified in this Section unless the context clearly
otherwise requires:
"Base Salary" means the highest annual salary rate paid to Employee by
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Converse at any time during a period of two (2) years immediately preceding the
date of termination of employment.
"Cause" means (a) willful misconduct, (b) repeated, serious and
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substantial infractions of Converse rules or policies, (c) insubordination, (d)
conviction for a felony involving moral turpitude or (e) willful material breach
of this Agreement by Employee.
"Disability" means the incapacity to attend to and perform effectively
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one's duties and responsibilities which, at least twenty-six (26) weeks after
its commencement, is determined to be total and permanent by a physician
selected by Converse.
2. Severance. If Employee's employment with Converse is terminated by
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Converse (other than for Cause or as a result of Employee's death or
Disability), then Converse will,
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subject to compliance by Employee with the further provisions of this Agreement,
pay to Employee a single payment on Employee's date of termination that is
comprised of the following components:
(a) Fifty-two (52) weeks of Base Salary; and
(b) The actuarial present value (as determined by Converse in its sole
discretion) of participation by Employee in the Converse Inc.
Retirement Plan for one (1) year following the date of
termination, assuming Employee continued to earn the same base pay
Employee is earning as of Employee's termination date; and
(c) The amount to cover Converse's share of the cost of Employee's
medical and dental insurance, as in effect on the date of
termination of employment, for twelve (12) months, plus an amount
equal to twenty-eight percent (28%) of such payment. Said payment
shall not affect Employee's COBRA rights in effect on the date of
Employee's termination.
Any applicable payment to Employee under the Converse Executive Incentive
Plan, as it may then be in effect, for the calendar year in which Employee's
employment with Converse is terminated shall be made in accordance with the
terms of said Plan.
3. Confidential Information.
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(a) Employee acknowledges that, by reason of Employee's employment by
Converse, Employee has access to confidential information of Converse,
including, without limitation, information and knowledge pertaining to products,
inventions, discoveries, improvements, innovations, designs, ideas, trade
secrets, proprietary information, manufacturing, packaging, advertising,
distribution and sales methods, sales and profit figures, customer and client
lists and relationships between Converse and dealers, distributors, sales
representatives, wholesalers, customers, clients, suppliers and others who have
business dealings with them ("Confidential Information"). Employee acknowledges
that such Confidential Information is a
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valuable and unique asset of Converse and covenants that, both during and after
the term of this Agreement, Employee will not disclose any Confidential
Information to any person (except as Employee's duties as an officer of Converse
may require) without the prior written authorization of the board of directors
of Converse. The obligations of confidentiality imposed by this Section 3 shall
not apply to information that becomes generally known in the industry through no
act of Employee in breach of this Agreement.
(b) Employee acknowledges that all documents, files and other
materials received from Converse during his employment (with the exception of
documents relating to Employee's compensation or benefits to which Employee is
entitled following his employment) are for use by Employee solely in discharging
Employee's duties and responsibilities hereunder and that Employee has no claim
or right to the continued use or possession of such documents, files or other
materials following termination of Employee's employment by Converse. Employee
agrees that, upon termination of employment, Employee will not retain any such
documents, files or other materials and will promptly return to Converse any
documents, files or other materials in Employee's possession or custody, except
that Employee shall be entitled to retain a copy of correspondence written by
him so long as Converse also has a copy and such correspondence does not contain
Confidential Information.
4. Non-Disparagement. Employee agrees that he will not issue any
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communication, written, oral or otherwise, that disparages, criticizes or
otherwise reflects adversely upon Converse or any of its officers, directors or
employees or which encourages the taking of any action by any person or entity
adverse to Converse, unless required by law.
5. Miscellaneous. This Agreement shall be binding upon and inure to the
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benefit of Employee's heirs, executors, administrators and legal
representatives, and shall be binding upon
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and inure to the benefit of Converse and its successors and assigns. This
Agreement shall supersede and stand in place of any and all other agreements
between Employee and Converse regarding severance pay and/or any and all
severance pay benefits pursuant to any plan or practice of Converse. This
Agreement shall take effect as of the day and year first above set forth, and
its validity, interpretation, construction and performance shall be governed by
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have each executed this Agreement as
of the date set forth above.
CONVERSE INC.
By /s/ Xxxxx X. Xxxx
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XXXXX X. XXXX,
Chairman and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
