EXHIBIT 10.13
[SPECTRUM BRANDS LOGO]
March 7, 2001
Xxxx Xxxxxx
0000 X. Xxxxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxxx:
Your existing Employment Letter-Agreement ("ELA") is amended as follows
effective February 5, 2001.
Unless expressly amended herein, all other provisions of your ELA remain the
same. Please sign two copies of this ELA amendment letter, retaining one copy
for your files, and returning the other to the Company.
Sincerely,
UNITED INDUSTRIES CORPORATION
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President & CEO
I agree to this ELA amendment letter. I understand that my compensation is
confidential information known only to me and the Company. I have previously
certified my compliance with the Company's Confidential Information Policy by my
signing the "Annual Certification of Compliance" with the Company's Business
Code of Conduct (of which the Confidential Information Policy is a part) and I
agree that I will continue to keep my compensation information confidential in
accordance with that Policy.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
03/12/01
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Date
0000 Xxxx Xxxxxxxxx Xx. Xxxxx, XX 00000 - 000-000-0000 toll free 000-000-0000
- xxx.xxxxxxxxxxxxxx.xxx
EXHIBIT 1
COMPENSATION EXHIBIT
DEFINITIONS:
"YEAR": the Company's fiscal year, which as of the date of this Agreement
is the same as calendar year.
"EBITDA": represents net income from continuing operations before Interest
expense, income taxes, depreciation and amortization, excluding any
non-recurring or extraordinary items, as determined in accordance with
generally accepted accounting principles ("GAAP"), consistently applied.
NOTE: IT IS UNDERSTOOD THAT THE COMPANY MAY BUT IS NOT REQUIRED TO PAY
INCENTIVE COMPENSATION IN ANY YEAR IN WHICH THE COMPANY'S ACTUAL EBITDA FOR
THE YEAR IS NOT AT THE PRE-DETERMINED MINIMUM OF TARGET EBITDA FOR THAT
YEAR.
"EBITDA GOAL": 100% of the Company's EBITDA performance objective for a
given Year as determined by the Company's Board of Directors.
SUMMARY OF COMPENSATION:
Your compensation will consist of A) Base Salary; B) Incentive Compensation;
Programs as outlined below:
A. BASE SALARY shall be at the rate of $220,000 per year, payable monthly.
This position is exempt from the Fair Labor Standards Act and, thus, you
will not be eligible for overtime. In addition, you will be eligible to
receive a salary increase effective January 1, 2002 based on personal
performance.
B. Your INCENTIVE COMPENSATION consists of a bonus based on (1) your achieving
pre-established individual performance objectives for the applicable Year,
AND (2) the Company reaching its Target EBITDA for the applicable Year.
Your total incentive potential will be 50% of your Base Salary if 100% of
Target EBITDA is achieved and up to 60% of Base Salary if 105% of Target
EBITDA is achieved.
(1) The portion of your Incentive Compensation based on your achievement of
pre-established individual performance objectives for the applicable Year
will be 20% of your total incentive potential. A prorated portion of your
Incentive Compensation may be paid if you achieve a portion of your
pre-established Individual performance objectives for the applicable Year.
This award, to be determined by management, is in recognition of your
achieving pre-established individual performance objectives for the
applicable Year and will be payable within ninety (90) days after Year-end.
Your performance objectives for each Year will be established between you
and the President.
(2) The portion of your Incentive Compensation based on the Company
reaching its Target EBITDA for the applicable Year will be 80% of your
total incentive potential. A prorated portion of your EBITDA incentive may
be paid if the Company achieves at least ninety (90) percent of its EBITDA
goal for the applicable Year and will be payable within ninety (90) days
after Year-end.
Subject to application of the above referenced MBO Component and Target
EBITDA Component, your potential Incentive Compensation shall be calculated
as follows:
(a) If the Company's actual EBITDA for the year in question equals
90% of Target EBITDA for such year, your potential Incentive
Compensation will equal the product of (A) Base Salary multiplied
by (B) 25%; plus
(b) Incentive Compensation will increase by an amount equal to the
product of (A) Base Salary multiplied by (B) 2.5% multiplied by
(C) the number of percentage points by which the Company's actual
EBITDA for the year in question exceeds 90% of Target EBITDA for
such year up to a maximum of 25% of Base Salary in any year; plus
(c) Incentive Compensation will increase by an amount equal to the
product of (A) Base Salary multiplied by (B) 2% multiplied by (C)
the number of percentage points by which the Company's actual
EBITDA for the year in question exceeds 100% of the Target EBITDA
for such a year up to a maximum of 105% of Target EBITDA.
Eligibility for Incentive Compensation requires that you be employed at
Year-end, and that your employment is not terminated for cause prior to
payment of any award of Incentive Compensation. The Company may elect, at
its discretion, to pay a portion of the Incentive prior to the end of the
Year.
If you are not in the employ of the Company for the entire Year, but you
are in the employ of the Company at Year-end, the Incentive Compensation
for that year will be a fractional portion of the award. The numerator of
the fraction is the number of months you are employed by the Company and
the denominator is 12. Employees with a hire date after the 15th of any
month will not get credit for that month toward Incentive Compensation
calculation.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
03/12/01
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Date
Initials /s/ RLC
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RLC
