May 22, 1995
PRIVATE AND CONFIDENTIAL
Xx. Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxx Xx.
Xxxxxx, Xxxxx 00000
Re: Employment Agreement
Dear Xxxxx:
1. This letter confirms your employment by ELJER INDUSTRIES, INC. (the
"Company") as Vice President - Consumer Sales, Eljer Industries. In
that capacity, you are entitled to the following:
a. A minimum annual salary of $93,430;
b. Benefits as described in, and in accordance with, the
Company's benefit plans; and
c. An annual par bonus equal to 25% of your annual salary. The
amount of bonus that you actually receive, if any, will depend
on the achievement of Corporate and your individual goals.
2. During your employment with the Company, you will devote your full time
and energies to the faithful and diligent performance of the duties
inherent in, and implied by, your executive position.
3. In consideration of your continued employment with the Company, it is
mutually agreed that:
a. In the event your employment with the Company is terminated by
the Company during the term of this Agreement, for any reason
other than:
i. "Cause," as determined by the Compensation Committee
of the Board of Directors (for this purpose, "cause"
shall mean: (A) your willful and continued failure to
substantially perform your duties hereunder (other
than any such failure resulting from a "disability,"
as defined herein); or (B) your conviction for
committing an act of fraud,
Xx. Xxxxxx X. Xxxxxx
May 22, 1995
Page 2
embezzlement, theft, or other act constituting a
felony; or (C) your willful engagement in gross
misconduct which is materially and demonstrably
injurious to the Company); or
ii. Inability, for reasons of "disability," reasonably to
perform your duties for six consecutive calendar
months (for purposes of this Agreement, "disability"
shall mean a permanent and total disability, within
the meaning of Internal Revenue Code Section 22(e)
(3), as determined by the Compensation Committee of
the Board of Directors, in the exercise of good faith
and reasonable judgment, upon receipt of and in
reliance on sufficient competent medical advice from
a qualified physician selected by the Compensation
Committee); or
b. In the event that you resign your position with the Company
because:
i. You are assigned to a position of lesser rank or
status; or
ii. Your annual salary, annual par bonus, level of
participation in management incentive plans, or your
benefits are reduced; or
iii. You are reassigned to a geographical area more than
50 miles from your present residence;
the Company shall be required, and hereby agrees, to continue
paying your then annual salary, to pay your then annual bonus
at par level, and to provide all pension, profit sharing,
deferred compensation, medical and life insurance benefits
under the Company's benefit plans, or the economic equivalent
thereof, for a period of 12 months from the date of such
termination or resignation. If, pursuant to the terms of a
benefit plan, a benefit would be earned or accrued during such
12-month period but would be payable on a deferred basis (were
you to be employed during such 12- month period) the benefit
similarly shall be deferred hereunder; provided, however, that
the Company reserves the right to pay the present value of
such benefit to you in cash at the end of such 12-month
period.
4. You are not required to mitigate the amount of any payments to be made
by the Company, pursuant to this Agreement, by seeking other
employment, or otherwise, nor shall the amount of any payments provided
for in this Agreement be reduced by any compensation earned by you, as
the result of self-employment or your
Xx. Xxxxxx X. Xxxxxx
May 22, 1995
Page 3
employment by another employer, after the date of termination of your
employment with the Company.
5. This Agreement supercedes and replaces the agreement dated November 13,
1992, and signed by you on November 17, 1992.
Please acknowledge your acceptance of the terms and provisions of this Agreement
by signing in the space indicated below. We look forward to your contribution to
the success of ELJER INDUSTRIES, INC.
Sincerely, ACCEPTED AND AGREED as of
ELJER INDUSTRIES, INC. May 30, 1995.
By:/s/Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
CRW:ld
