EXHIBIT 10.22
AMENDMENT TO
EMPLOYMENT LETTER AGREEMENT
This Amendment ("AMENDMENT") to the Executive Employment and
Non-Competition Agreement effective May 9, 2002 ("AGREEMENT") between United
Industries Corporation, a Delaware corporation, or any successors or assigns
thereof (collectively, the "COMPANY") and Xxxxxx Xxxxxxx ("EXECUTIVE") is
entered into as of the ______day of November, 2003 ("EFFECTIVE DATE") Certain
capitalized terms used herein are as defined in the Agreement.
The Company and Executive desire to amend the Agreement pursuant to the
terms and conditions set forth below.
Executive and the Company, in exchange for good and valuable consideration,
the receipt and sufficiency of which are hereby mutually acknowledged, and
intending to be legally bound, hereby amend the Agreement as of the Effective
Date in the following respects:
1. For purposes hereof, the term "Sale" shall mean:
(a) the acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of voting securities of (a) the Company or (b) the surviving entity in any
reorganization, merger or consolidation (each an "Acquisition") involving the
Company (any such entity referred to herein as the "Corporation") where such
Acquisition causes such Person to own more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors, other than
acquisitions by the Xxxxxx X. Xxx Company or its affiliates;
(b) approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company;
(c) the acquisition by a third party not affiliated with the Company of
all or substantially all of the Company's assets; or
(d) individuals who constitute the Board on the date of the Company's
initial public sale of equity securities registered under the Securities Act
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board thereafter. Any person becoming a director subsequent to such date
whose, election, or nomination for election, is, at any time, approved by a vote
of at least a majority of the directors comprising the Incumbent Board shall be
considered a member of the Incumbent Board.
2. During the term of the Agreement, if a "Sale" of the Company shall
occur, as the term Sale is defined in Section 1 of this Amendment, and if
Executive's employment with the Company is terminated by the Company without
cause as set forth in Section 14(a) of the Agreement, during the twelve (12)
month period following such Sale, then in lieu of the severance provisions set
forth in Section 14(a) of the Agreement, UIC will pay Executive:
(a) base salary accrued through Executive's date of termination;
(b) accrued incentive compensation determined in accordance with the
Company's incentive compensation plan in effect on the termination date, on a
pro-rata basis for the fiscal year in which the termination occurs, and
(c) a severance payment equal to twenty-four (24) months of Executive's
base salary in effect as of the date of termination, payable in twenty-four (24)
equal consecutive monthly installments, beginning on the last day of the month
following the month in which Executive's employment terminates, provided that:
(i) prior to the Company's commencing such payments, Executive signs
a general release of UIC in a form reasonably acceptable to the Company;
and
(ii) any provision of Executive's current Noncompetition and
Nonsolicitation covenants, as set forth in Sections 5 of the Agreement, to
the contrary notwithstanding, Executive agrees that he shall continuously
abide by such covenants for twenty-four (24) months from the date his
employment terminates by reason of such Sale.
3. This Amendment shall terminate on and concurrent with the termination
date of the Agreement, or on the third anniversary of the Closing of the
transaction contemplated by the Merger Agreement dated May 3, 2002 between
Xxxxxxx Company and the Company, or on May 9, 2005.
4. Except as otherwise specifically modified above, all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the aforesaid Effective Date.
UNITED INDUSTRIES CORPORATION EXECUTIVE
BY:
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Xxxxxx X. Xxxxx Xxxxxx Xxxxxxx
Chairman, CEO and President
