EMPLOYMENT AGREEMENT
Exhibit 10.3
THIS AGREEMENT entered into as of April 1, 2003 by and between Xxxx Xxx Corporation, a Maryland corporation, with its principal place of business at Three First Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 X.X.X. (“Xxxx Xxx”), and X.X.X.X. Xxxxxxx, an individual whose principal residence is at Xxxxxxxxxxxx 00, 0000 XX Xxxxx, the Netherlands (“Xxxxxxx”).
Introduction
| X. | Xxxxxxx is a Vice President of Xxxx Xxx (effective March 27, 2003). Xxxxxxx serves as Member of the Board of Management of Xxxx Xxx/DE International B.V., an indirect, wholly-owned subsidiary of Xxxx Xxx, incorporated in the Netherlands (“Xxxx Xxx/DE”), effective July 1, 2003. |
| X. | Xxxxxxx has agreed to serve Xxxx Xxx as a Vice President in consideration for certain compensation and benefits. |
| C. | Xxxx Xxx has granted certain compensation and benefits to Xxxxxxx in consideration for his services as Vice President. |
| X. | Xxxxxxx has entered into an employment agreement with Xxxx Xxx/DE, providing for certain compensation and benefits related to his services as Member of the Board of Management of Xxxx Xxx/DE (the “Xxxx Xxx/DE Employment Agreement”). |
| X. | Xxxxxxx and Xxxx Xxx desire to determine the terms and conditions for servicing Xxxx Xxx and to enter into a written employment agreement (the “Employment Agreement”). |
Now therefore, Xxxx Xxx and Xxxxxxx hereby agree as follows:
| 1. | Employment – Duties and Responsibilities |
Subject to the terms and conditions of this Agreement, Xxxx Xxx agrees to employ Xxxxxxx as of April 1, 2003 (in the capacity of Vice President effective March 27, 2003). In consideration of the compensation and benefits provided for in this Agreement, Xxxxxxx agrees to perform such services as may be requested from time to time by Xxxx Xxx. Without limiting the foregoing, Xxxxxxx agrees to assist with the ongoing design and development of Xxxx Xxx’x business strategies, acquisitions and divestment policies, human resources policies and communication policies, in particular in relation to the Household & Body Care Division. In addition, Xxxxxxx agrees to represent Xxxx Xxx externally and enhance investor relations and contribute to and establish programs and policies to optimize the financial results of the respective operating companies of Xxxx Xxx. In undertaking the foregoing duties and responsibilities, the parties acknowledge and agree that Xxxxxxx requires to be in the U.S.A. for at least fifteen days per year.
| 2. | Employment at Will |
The parties acknowledge and agree that Xxxxxxx shall hold his office as Vice President of Xxxx Xxx as an “at will” employee of Xxxx Xxx and that this Agreement and his employment may be terminated by Xxxx Xxx at any time without reason or cause.
| 3. | Annual Salary |
In consideration for the services rendered by Xxxxxxx to Xxxx Xxx, during the term of this Agreement and commencing as of April 1, 2003 Xxxx Xxx shall pay Xxxxxxx an annual gross salary of €87,000. Xxxx Xxx shall evaluate Xxxxxxx’x performance at least annually and may adjust his annual salary as of
January 1 of each succeeding year that this Agreement remains in effect. Xxxx Xxx shall pay Xxxxxxx’x salary, after deducting or withholding all applicable payroll taxes and premiums due in the U.S.A., paid in advance, in four quarterly installments, on or about the last business day of December, March, June and September. At Xxxxxxx’x request, Xxxx Xxx will arrange for the direct deposit (via wire transfer or other electronic delivery) of Xxxxxxx’x quarterly annual salary payments to Xxxxxxx’x bank or other financial institution.
| 4. | Annual Incentive Plan |
During the term of this Agreement, Xxxxxxx shall be entitled to participate in the Xxxx Xxx Corporation Annual Incentive Plan (the “Annual Plan”) in accordance with the terms and conditions of the Annual Plan. The Annual Plan currently provides for the opportunity to earn additional compensation in cash, Xxxx Xxx Corporation common stock or restricted stock units (the “Annual Bonus”). The potential amount of the Annual Bonus may be related to the performance of operating businesses for which Xxxxxxx is responsible, the performance of Xxxx Xxx Corporation in its entirety, and the performance of Xxxxxxx in meeting certain individual performance criteria. Any award earned by Xxxxxxx under the Annual Plan is payable to Xxxxxxx at the same time as awards under the Annual Plan are paid to other Xxxx Xxx executives at Xxxxxxx’x level.
| 5. | Agreement with Respect to Confidential Information |
| (a) | Nondisclosure of Confidential Information |
Xxxxxxx agrees, during the term of employment and after employment, to keep confidential all information relating to the business of Xxxx Xxx which he learns or develops or has access to during the term of this employment, excepting only such information as is already known to the public, or becomes known to the public through no fault of Xxxxxxx, and not to use (except in the ordinary course of his employment), release, or disclose the same except with the prior written permission of Xxxx Xxx. As used in this Agreement, “confidential information” means any information or compilation of information relating to the business of Xxxx Xxx not publicly known or readily ascertainable by proper means. It includes, but is not limited to, trade secrets, customer lists, price lists, and information relating to products, technology, research, development, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling.
| (b) | Xxxx Xxx Property |
Xxxxxxx agrees that all Xxxx Xxx property including records, files, memoranda, reports, price lists, customer lists, plans documents, equipment and the like, relating to the business of Xxxx Xxx, which Xxxxxxx shall use or prepare or come into contact with, shall be the exclusive property of Xxxx Xxx. Xxxxxxx further agrees that upon request by Xxxx Xxx, and in any event upon termination of employment, Xxxxxxx shall turn over to Xxxx Xxx such property in his possession or under his control.
| 6. | Remedies |
Xxxxxxx agrees that this Agreement is intended to protect and preserve legitimate business interests of Xxxx Xxx and that it will be difficult, if not impossible, to compute the amount of loss and damage to Xxxx Xxx if Xxxxxxx should breach his covenants under this Agreement. It is further agreed that any breach or threatened breach of this Agreement may render irreparable harm to Xxxx Xxx. Accordingly, in the event of a breach or threatened breach by Xxxxxxx, Xxxx Xxx shall have available to it all remedies provided by law or equity, including, but not limited to, preliminary and permanent injunctive relief, without the requirement to deliver or post security, to restrain Xxxxxxx from violating this Agreement. Nothing herein shall be construed as prohibiting Xxxx Xxx from pursing any other remedies available to it. Not withstanding any legal remedies available to Xxxx Xxx as a result of a breach of this Agreement, in the event of a breach by Xxxxxxx, Xxxx Xxx shall be entitled to withhold
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and avoid payment of any money or other benefits due or to become due under this or any other agreement between Xxxxxxx and Xxxx Xxx with the exception of any basic compensation earned prior to termination.
| 7. | Termination and Severance |
In the event this Agreement is terminated by Xxxx Xxx, Xxxxxxx shall be eligible for severance benefits subject to the terms and conditions of the Xxxx Xxx Corporation Severance Policy for Corporate officers, as amended from time to time (the “Policy”). The severance benefits, if any, payable under the Policy shall be the sole and exclusive severance benefits payable to Xxxxxxx.
| 8. | Other Terms and Conditions of Employment |
This Agreement shall not be deemed to amend or modify the terms and conditions of the Xxxx Xxx/DE Agreement. The Xxxx Xxx/DE Agreement shall remain in full force and effect in accordance with its provisions.
| 9. | Governing Conditions |
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Illinois.
| 10. | Entire Agreement/Amendments |
This Agreement supersedes all existing agreements between the parties, whether written or oral. No change, modification or amendment of this Agreement shall be of any effect unless in writing and signed by Xxxxxxx and Xxxx Xxx.
| /s/ X.X.X.X. Xxxxxxx | Xxxx Xxx Corporation | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Vice President, Human Resources | ||||
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