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EMPLOYMENT AGREEMENT
AGREEMENT, dated as __________________, 1998, by and between The Rival
Company, a Delaware corporation (the "Company"), and ________________ (the
"Executive").
A. The Executive is currently employed as an executive officer of the
Company.
B. The Company and the Executive desire to continue such employment and to
provide economic security to the Executive, on the terms hereinafter set forth,
in the event such employment is terminated under certain circumstances.
Accordingly, in consideration of the foregoing premises, and for other
valuable consideration, the adequacy of which is hereby acknowledged, the
Company and the Executive, intending to be legally bound, hereby agree as
follows:
1. In the event that, at any time prior to a "change in control" (as
hereinafter defined), the Executive is discharged by the Company other than for
"just cause" (as hereinafter defined), the Company shall be obligated to pay the
Executive (or his estate if the Executive shall have died after being
discharged) severance pay equal to two (2) times the Executive's then annual
base compensation. Such severance pay shall be paid in twenty-four (24) equal
monthly installments, commencing with the month following such discharge.
2. In the event that, at any time within one year after there has been a
"change in control", the Executive is discharged by the Company other than for
Executive's death, disability, normal retirement or "just cause", or the
Executive terminates his employment with the Company for "stated cause", the
Company shall be obligated to pay to the Executive (or his estate if the
Executive shall have died after termination) severance pay equal to the
Executive's annual base compensation at the time of termination multiplied by
2.99. Such severance pay shall be paid to the Executive (or his estate) in
substantially equal monthly installments on the first day of each of the twelve
(12) months commencing with the month immediately following the month in which
his employment with the Company is terminated.
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3. The Company acknowledges and agrees that the Executive shall be
entitled to receive all of the payments provided for herein regardless of any
income which the Executive may receive from other sources after the termination
of his employment with the Company, provided, however, that the Company shall be
under no obligation to make any payments under paragraph 1 hereof after the date
upon which Executive shall enter into competition with the Company, as referred
to in paragraph 4 hereof.
4. For a period of two (2) years after Executive's employment with the
Company terminates, for whatever reason except pursuant to paragraph 2 hereof,
Executive shall not engage, directly or indirectly, individually or through any
corporation, partnership, joint venture, trust, limited liability company or
person, as an officer, director, employee, agent, consultant, partner,
proprietor, shareholder or otherwise, in any business competitive with the
business then being conducted by the Company, or any of its affiliates, at any
place in which it, or any such affiliate, is then conducting its business, or at
any place where products manufactured or sold by it, or any such affiliate, are
offered for sale, provided, however, that ownership of five per cent (5%) or
less of the outstanding stock of any company whose shares trade on any national
exchange or market shall not be deemed to be competition with the Company.
5. The Executive remains an employee of the Company at will, and nothing
in this Agreement shall confer upon the Executive the right to continue in the
employ of the Company or any of its subsidiaries or, subject to the terms
hereof, shall affect any right which the Company or any of its subsidiaries may
have to terminate the employment of the Executive. Except as provided in
paragraph 8 hereof, no benefit provided herein is intended or shall be deemed to
be granted to the Executive in lieu of any benefits, rights or privileges to
which the Executive may be entitled while he is an employee of the Company under
any retirement, pension, insurance, hospitalization, stock option, stock
purchase, incentive compensation or other plan of the Company which may now be
in effect or which may hereafter be adopted, it being understood that the
Executive shall have the same rights and privileges to participate in such plans
as any other executive employee of the Company.
6. In the event of litigation under this Agreement, the prevailing party
shall be entitled to recover his or
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its costs and expenses, including reasonable attorneys' fees.
7. For purposes of this Agreement, (a) "just cause" shall mean the
Executive's willful violation of any reasonable rule or regulation of the Board
of Directors or the Chief Executive Officer of the Company that results in
significant damage to the Company; conviction of a felony; any willful failure
by the Executive to comply with a reasonable, direct order; any willful
misconduct by the Executive in the responsibilities reasonably assigned to him;
any willful failure to perform his job as required to meet Company objectives;
or the Executive's performing services for any other corporation or person which
competes with the Company while he is employed by the Company and without the
written approval of the Chief Executive Officer of the Company; provided,
however, that any discharge of the Executive by the Company within one (1) year
after there has been a "change in control" shall conclusively be deemed to be a
discharge other than for "just cause"; (b) "change in control" shall mean (i)
the acquisition, directly or indirectly, by any "person" or "group" of "persons"
(as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 and the rules thereunder) of beneficial ownership of securities of
the Company or of securities of the Company's ultimate parent corporation
representing 50% or more of the combined voting power of the then outstanding
securities of such corporation or (ii) any merger, consolidation or sale of all
or a substantial part of the assets of the Company, and (c) "Stated Cause" shall
mean (1) any material changes in Executive's duties and responsibilities for
Company which are not approved by him; (2) involuntary relocation or proposed
relocation of Executive from Kansas City, Missouri; or (3) any reduction in the
salary or benefits to which Executive is entitled immediately prior to the
Change of Control.
8. This Agreement shall inure to and be binding upon the parties hereto
and their respective heirs, successors and assigns, including, without
limitation, any person, partnership or corporation which may acquire all or
substantially all of the Company's assets and business or with or into which the
Company may be consolidated or merged, and this provision shall apply in the
event of any subsequent merger, consolidation or transfer.
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9. Any and all prior agreements between the Company and Executive with
respect to the subject matter hereof are hereby terminated.
10. As a condition to making the payments required of it under paragraph 1
hereof, the Company may require Executive to execute and deliver to the Company
a release of any and all non-contractual claims he may have against the Company.
11. Executive acknowledges that the services heretofore rendered to the
Company, and to be rendered hereafter, are of a special and unusual character
which have a unique value, that the use thereof for another, or the breach of
the provisions of paragraph 4 hereof, cannot be adequately measured or
compensated by an action for damages, and will cause irreparable injury and
damage to the Company, far in excess of the forfeiture of payments provided in
paragraph 3 hereof. Executive accordingly agrees that the Company shall be
entitled to injunctive and other equitable relief to prevent a breach of, or to
secure enforcement of, this agreement, in addition to any other remedy to which
the Company may be entitled. Any and all remedies for the breach of paragraph 4
hereof shall be cumulative and the pursuit of one remedy shall not be deemed to
exclude any or all other remedies.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY: THE RIVAL COMPANY
By:__________________________
EXECUTIVE: _____________________________
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