EXHIBIT 10.36
SPECIAL INCENTIVE AGREEMENT
This Special Incentive Agreement (the "Agreement") is made and entered
into effective the 18th day of November, 1996 by and between Sweetheart Holdings
Inc. and its subsidiary, Sweetheart Cup Company Inc., (collectively the
"Company") and Xxxxx X. Xxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to induce the Executive to remain in the
management of the Company for a period of at least two years from the date
hereof by paying to the executive a series of special incentive bonuses; and
WHEREAS, the Executive agrees to forfeit any such incentive bonuses
that have not been paid under certain circumstances.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency whereof the parties hereby
acknowledge, the parties agree as follows:
1. Special Incentive Bonus Payments.
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The Company agrees to pay as a special incentive bonus to the Executive
the total amount of $163,500.00, which amount shall be paid in three equal
installments. The first such payment shall be made on November 29, 1996. The
second and third such payments shall be made on November 28, 1997 and November
30, 1998, respectively.
2. Condition Precedent to Payment of Special Incentive Bonus Payments.
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To be eligible to receive the Special Incentive Bonus Payments the
Executive must not have terminated his employment with the Company prior to the
date such payment is to be made, or have had his employment involuntarily
terminated for cause by the Company. For purposes of this Agreement, the term
"involuntarily termination for cause" shall be limited to termination of
employment for theft or embezzlement from the Company, or such other act to the
detriment of the Company or its business for which the Executive could be
indicted for a felony under the laws of the State of Maryland.
3. Confidentiality
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Except as provided below, the Executive agrees to maintain the
existence and terms of this Agreement in strictest confidence and not to
disclose any information regarding this Agreement or its existence to any person
including any other employee of the Company. Any questions the Executive may
have regarding this Agreement shall be addressed to the President and Chief
Executive Officer or the Vice President and General Counsel of the Company. The
Executive may also disclose the terms of this Agreement to his spouse, or
personal accounting, tax and legal advisors solely for purposes of receiving
advice regarding the Agreement, all such disclosures to be made with the same
obligation of confidentiality as required of the Executive hereunder.
4. Governing Law; Dispute Resolution
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(a) This Agreement shall be governed by and construed under the laws of
the State of Maryland, excluding its conflict of laws provisions.
(b) (i) The parties shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation between the
Executive and the Company. If the matter has not been resolved within thirty
(30) days of a party's request for negotiation, either party may initiate
arbitration as provided hereafter.
(ii) Any dispute not resolved through negotiation as provided
above shall be settled by arbitration in Baltimore, MD in accordance with the
American Arbitration Association Employment Dispute Resolution Rules, and
judgment upon the award rendered by the Arbitrator may be entered in any Court
having jurisdiction thereof. The arbitrator in determining an award may include
the costs and expenses of the arbitration.
IN WITNESS WHEREOF, the Executive and the Company, by a duly authorized
officer, have executed this Agreement the day and year first above written.
Sweetheart Holdings Inc. Executive
Sweetheart Cup Company Inc.
By:___________________________ ________________________
Name: Xxxxxxx X. XxXxxxxxxx Xxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
