EXTENSION AND AMENDMENT AGREEMENT
Exhibit
10.2.6
EXTENSION
AND AMENDMENT AGREEMENT
This
Agreement (this “Extension and Amendment Agreement”) is dated the 15th day of October,
2007 by and between Tekni-Plex, Inc., a Delaware corporation (the “Employer”),
having its principal offices at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000,
and F. Xxxxxxx Xxxxx, an individual (the “Executive”), residing at 0000 Xxxxxxx
Xxxxx, Xxxx 00, Xxxxxx Xxxxx, XX 00000.
W
I T N E
S S E T H:
WHEREAS,
Executive has been continuously employed by Employer since March 18, 1994 and
Executive and Employer desire that Executive continue in his role as the
Chairman of the Board of Directors and Chief Executive Officer of Employer,
upon
the terms and conditions herein set forth;
WHEREAS,
on January 30, 1997 Employer and Executive entered into an employment agreement
which superseded and replaced in its entirety the prior employment agreement
between the Employer and Executive dated March 18, 1994 (as amended, the “Prior
Agreement”);
WHEREAS,
on March 2, 1998 Employer and Executive entered into Amendment Number 1 to
the
employment agreement dated as of January 30, 1997 (as amended, the “Original
Agreement”);
WHEREAS,
on June 21, 2000 Employer and Executive entered into an amended and restated
employment agreement amending the terms of and restating the prior Original
Agreement (as amended, the “Amended and Restated Employment Agreement”) in
connection with the recapitalization of Employer pursuant to the
Recapitalization Agreement dated as of April 12, 2000 among Employer and other
parties thereto;
WHEREAS,
in connection with the issuance by Employer of Series A Preferred Stock under
the Preferred Stock Purchase Agreement dated May 13, 2005, Employer and
Executive entered into a second amended and restated employment agreement
amending the terms of and restating the prior Amended and Restated Employment
Agreement (as amended, the “Employment Agreement”);
WHEREAS,
the expiration date of the Employment Agreement was extended several times
and
it is currently scheduled to expire on October 15, 2007; and
WHEREAS,
on the date hereof, Employer and Executive each desires to extend the term
of
the Employment Agreement and amend certain of its terms;
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants
contained in this Extension and Amendment Agreement, Employer and Executive,
intending to be legally bound, hereby agree as follows:
1. The
“Employment Term,” as that term is used in the Employment Agreement, shall
terminate upon the earlier of (a) June 30, 2008, or (b) the date on which the
employment of the Executive is terminated pursuant to Section 9 of the
Employment Agreement. The Employment Term will not be extended beyond June
30,
2008 unless agreed to in writing by the parties to the Employment
Agreement.
2. For
periods up to and including March 31, 2008, the “Salary,” as that term is used
in the Employment Agreement, shall be payable at the rate of four million
($4,000,000.00) dollars per annum in equal installments in accordance with
the
usual payroll practices of Employer which are in effect from time to time during
the Employment Term, but in no event less frequently than monthly, and shall
be
subject to all applicable withholding and other taxes. For periods
from and after April 1, 2008, the “Salary” shall be payable at the rate of two
million ($2,000,000.00) dollars per annum in equal installments in accordance
with the usual payroll practices of Employer which are in effect from time
to
time during the Employment Term, but in no event less frequently than monthly,
and shall be subject to all applicable withholding and other taxes.
3. With
respect to a termination of employment due to death or disability pursuant
to
paragraph (b) or (c) of Section 9 of the Employment Agreement: (i) if the
termination occurs on or prior to March 31, 2008, the “Severance Benefit,” as
that term is used in Section 9 of the Employment Agreement, shall consist of
an
amount equal to the then current annual Salary, any bonus amounts awarded
pursuant to Section 5 of the Employment Agreement but not yet paid, and any
other accrued benefits if due and payable at the time of termination; and (ii)
if the termination occurs on or after April 1, 2008, the “Severance Benefit”
shall consist of an amount equal to the then current annual Salary multiplied
by
two (2), any bonus amounts awarded pursuant to Section 5 of the Employment
Agreement but not yet paid, and any other accrued benefits if due and payable
at
the time of termination.
4.
The Employment Agreement, as modified in accordance with paragraphs 1, 2 and
3
above but otherwise in accordance with its existing terms and conditions, shall
remain in effect until June 30, 2008.
5. This
Extension and Amendment Agreement may be executed in counterparts, each of
which
shall be deemed to be an original, but all of which, when taken together, shall
constitute one and the same instrument.
IN
WITNESS
WHEREOF, the parties hereto have caused this Extension and Amendment Agreement
to be executed as of the day and year first above written.
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TEKNI-PLEX,
INC.
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By:
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx
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Vice
President and Chief Financial Officer
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EXECUTIVE:
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By:
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/s/ F. Xxxxxxx Xxxxx | |||||
| F. Xxxxxxx Xxxxx | ||||||
Agreed
and
Accepted:
| /s/ Xxxxxxx Xxxxxx |
| Xxxxxxx Xxxxxx |
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Preferred
Stock Designee
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