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EXHIBIT 10(m)
RESTATED EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated August 11, 1997, between
The Dial Corporation, a Delaware corporation (the "Company"), and Xxxxxxx Xxxxxx
(the "Executive").
WHEREAS, on May 13, 1996, the Company and the Executive entered into an
employment agreement for the Executive to serve as Chairman, President and Chief
Executive Officer of the Company; and
WHEREAS, the parties desire to restate the employment agreement in
order to eliminate certain portions which are no longer relevant and to reflect
developments subsequent to the date thereof.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties agree as follows:
1. Employment. The Company hereby agrees to employ the Executive, and
the Executive hereby agrees to serve the Company, on the terms and conditions
set forth herein.
2. Term. The term of employment of the Executive by the Company
hereunder shall be for a period commencing on the day this Agreement is signed
by the Executive and the Company and ending May 12, 1999.
3. Nature of Duties. The Executive shall serve as Chairman, President
and Chief Executive Officer of the Company and, subject to the direction of the
Company's Board of Directors (the "Board"), shall have full authority for
management of the Company and all of its operations, financial affairs,
facilities and investments. The Executive shall serve as a member of the Board,
shall act as the duly authorized representative of the Board and shall be an ex
officio member of all committees of the Board. The Executive shall devote
substantially all of his working time and efforts to the business and affairs of
the Company; provided, that the Executive shall be free to serve as a director
or officer or both of such not-for-profit corporations as he may desire, to join
and participate in such committees for community or national affairs as he may
select and to join and serve on business corporation boards of directors, so
long as such activities do not significantly interfere with the performance of
the Executive's duties hereunder and, in the case of public business corporation
boards of which the Executive was not a member when he executed this Agreement,
only with the prior approval of the Board.
4. Place of Performance. The Executive shall be based at the principal
executive offices of the Company in the city of Scottsdale, Arizona, except for
required business travel.
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5. Compensation and Related Matters.
(a) Base Salary. During the Executive's employment hereunder,
the Company shall pay to the Executive an annual base salary of $650,000,
effective on the signing of this Agreement, such salary to be paid in conformity
with the Company's policies relating to salaried employees. The base salary
shall apply for each year during the term of this Agreement.
(b) Bonus. In each fiscal year, the Executive shall be
eligible to participate in such bonus programs as are available to senior
executives of the Company. The terms and conditions of such annual bonus
opportunities shall be established by the Compensation Committee; provided,
however, that the aggregate targeted payout level for achievement of targeted
performance objectives shall be at least equal to 70 percent of the Executive's
Base Salary (for this purpose, the Base Salary shall be the Executive's actual
base earnings for the performance period to which such bonus opportunity
pertains).
(c) Stock Options. The Company has made aggregate 1996 grants
of stock options to the Executive covering 950,000 shares. Such stock options
shall be subject to such terms and provisions as are set forth in award
agreements entered into by and between the Executive and the Company.
Stock options granted in 1996 are intended to represent the
Executive's total stock option grants for the 1996, 1997, and 1998 fiscal years
of the Company. It is the intention of the Compensation Committee that the
Executive's next stock option grant pertaining to his annual compensation
opportunities shall be made in 1999, and shall be subject to such terms and
conditions as are deemed appropriate by the Compensation Committee.
(d) Other Benefits. During the Executive's employment
hereunder, the Executive (i) shall be entitled to participate in all employee
benefit plans, which are generally available to the Company's senior executive
employees (subject to, and on a basis consistent with, the terms, conditions and
overall administration of such plans, programs and arrangements); and (ii) shall
receive pension benefits, supplemental executive retirement benefits, health
insurance programs, executive medical benefits, fitness programs, life
insurance, accidental death and dismemberment benefits, vacation time,
reimbursement of club membership expenses, perquisites and other fringe benefits
which are generally available to other executives of the Company. However, if
Executive is still employed by the Company at May 12, 1999, Executive shall
receive, retroactive to his employment date and until termination of Executive's
employment, two years employment credit toward retirement for each one year
employed. In addition, the Executive shall be entitled to the use of a Company
automobile and a Company paid country club membership.
(e) Insurance: Indemnification. During the Executive's
employment hereunder, the Company shall maintain appropriate liability
insurance, including director and officer liability coverage, under which the
Executive shall be an insured party. In addition, the Company, shall, as set
forth in its respective charter and/or By-laws, or in a separate indemnification
agreement, indemnify the Executive to the fullest extent permitted under
Delaware law. The Company shall also indemnify the Executive, to the extent
permitted by law,
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with respect to public service activities and not-for-profit board membership he
undertakes in accordance with Section 3.
(f) Expenses. The Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary travel and business
expenses he incurs (including, when the Executive deems necessary, expenses
incurred with respect to his spouse) in connection with the Executive's
employment hereunder; provided, that such expenses are accounted for in
accordance with the policies and procedures established by the Company.
(g) Relocation Expenses. The Company shall provide
reimbursement for all moving and related costs of relocation and attorneys' fees
incurred in negotiating this Agreement through December 31, 1997.
Any taxable amounts to the Executive for temporary living
expenses, moving expenses or attorneys' fees will be net of any federal or state
income tax liability and, accordingly, such amounts shall be "grossed up" to
take into account such taxes so that all amounts received are net of taxes.
(h) Change of Control. The Company has executed and entered
into an executive severance agreement with the Executive providing for severance
compensation upon a "change of control" of the Company.
6. Termination. The Company may terminate this Agreement at any
time if:
(a) Executive, by reason of physical or mental illness, shall
have been unable to perform satisfactorily the services to be rendered by him
hereunder for a consecutive period of one hundred eighty (180) days.
(b) Executive should be convicted of a felony or a crime
involving moral turpitude, fraud, or dishonesty, or commit an act which, in the
judgment of a majority of the Board as evidenced by action recorded in the
official minutes of a meeting of the Board, subjects the Company, or
Subsidiaries to public disrespect, scandal or ridicule or materially adversely
affects the utility of the Executive's services to the Company.
(c) The Board may terminate the contract by a unanimous vote,
excluding Executive, as evidenced by action recorded in the official minutes of
a meeting of the Board. The Executive, if so terminated, shall be entitled to
payment of all base salary remaining for the term of this Agreement (including
health insurance programs, executive medical benefits, fitness programs, life
insurance, accidental death and dismemberment expenses, vacation time,
reimbursement of club membership expenses, perquisites and other fringe benefits
for the remaining term of this Agreement) and all other bonuses, options and
benefits accrued to the date of termination.
7. Notices. For purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be given in writing
and shall be deemed to
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have been duly given when delivered or mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Company:
Xxxx X. Xxxxx
Senior Vice President and General Counsel
The Dial Corporation
00000 Xxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
If to the Executive:
Xxxxxxx Xxxxxx
Chairman, President and Chief Executive Officer
The Dial Corporation
00000 Xxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
cc: Xxxxxx X. Xxxx
000 Xxxx Xxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
8. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
conditions or provisions of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same time or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Arizona without regard to its conflicts of law principles. This Agreement shall
be binding upon and shall inure to the benefit of the Executive and his estate
and the Company and any successor thereto, but neither this Agreement nor any
rights arising hereunder may be assigned or pledged by the Executive, except to
the extent permitted under the terms of the benefit plans in which the Executive
participates.
9. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability or
any other provision of this Agreement, which shall remain in full force and
effect.
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10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
11. Entire Agreement. This Agreement constitutes the entire agreement
and understanding with respect to the employment of the Executive by the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
The Dial Corporation
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Senior Vice President and
General Counsel
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
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