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EXHIBIT 10.16
EMPLOYMENT AGREEMENT
THIS AGREEMENT, is made as of this 1st day of August, 1997, by and
between BOWATER INCORPORATED, a Delaware corporation having a mailing address of
00 Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Corporation"),
and Xxxxxxx X. Xxxxxxxx, 000 Xxxxxxxxxxx Xxxx, XX, Xxxxxxxxx, XX 00000 (the
"Executive").
WHEREAS, the Corporation desires to employ the Executive as Vice
President of the Corporation and as President of the Forest Products Division;
and
WHEREAS, the Executive is desirous of serving the Corporation in such
capacity;
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. During the term of this Agreement the Corporation agrees
to continue to employ the Executive, and the Executive agrees to continue in the
employ of the Corporation, in accordance with and subject to the provisions of
this Agreement.
2. Term.
(a) Subject to the provisions of subparagraphs (b) and (c) of this
Section 2, the term of this Agreement shall begin on the Date
hereof and shall continue thereafter until terminated by either
party by written notice given to the other party at least thirty
(30) days prior to the effective date of any such termination.
The effective date of the termination shall be the date stated in
such notice, provided that if the Corporation specifies an
effective date that is more than thirty (30) days following the
date of such notice, the Executive may, upon thirty (30) days'
written notice to the Corporation, accelerate the effective date
of such termination.
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(b) Notwithstanding Section 2(a), upon the occurrence of a Change in
Control as defined in the Change in Control Agreement of even
date herewith between the Corporation and the Executive (the
"Change in Control Agreement"), the term of this Agreement shall
be deemed to continue until terminated, but in any event, for a
period of not less than three (3) years following the date of the
Change in Control, unless such termination shall be at the
Executive's election for other than "Good Reason" as that term is
defined in the Change in Control Agreement.
(c) Notwithstanding Section 2(a), the term of this Agreement shall
end upon:
(i) the death of the Executive;
(ii) the inability of the Executive to perform his duties
properly, whether by reason of ill-health, accident or other
cause, for a period of one hundred and eighty (180)
consecutive days or for periods totaling one hundred and
eighty (180) days occurring within any twelve (12) consecutive
calendar months; or
(iii) the executive's retirement on his early or normal
retirement date.
3. Position and Duties. Throughout the term hereof, the Executive shall
be employed as Vice President of the Corporation and President of the Forest
Products Division (Salary Grade 32), with the duties and responsibilities
customarily attendant to that office, provided that the Executive shall
undertake such other and further assignments and responsibilities of at least
comparable status as the Board of Directors may direct. The Executive shall
diligently and faithfully devote his full working time and best efforts to the
performance of the services under this Agreement and to the furtherance of the
best interests of the Corporation.
4. Place of Employment. The Executive will be employed at the
Corporation's offices in Xxxxxxx, Tennessee or at such other place as the
Corporation shall designate from time to time, provided, however, that if the
Executive is transferred
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to another place of employment, necessitating a change in his residence, the
Executive shall be entitled to financial assistance in accordance with the terms
of the Corporation's relocation policy then in effect.
5. Compensation and Benefits.
(a) Base Salary. The Corporation shall pay to the Executive a base
salary of $205,000 payable in substantially equal periodic
installments on the Corporation's regular payroll dates. The
Executive's base salary shall be reviewed at least annually and
from time to time may be increased (or reduced, if such
reduction is effected pursuant to across-the-board salary
reductions similarly affecting all management personnel of the
Corporation).
(b) Bonus Plan. In addition to his base salary, the Executive shall
be entitled to receive a bonus under the Corporation's bonus
plan in effect from time to time determined in the manner, at
the time, and in the amounts set forth under such plan.
(c) Benefit Plans. The Corporation shall make contributions on the
Executive's behalf to the various benefit plans and programs of
the Corporation in which the Executive is eligible to
participate in accordance with the provisions thereof as in
effect from time to time.
(d) Vacations. The Executive shall be entitled to paid vacation, in
keeping with the Corporate policy as in effect from time to
time, to be taken at such time or times as may be approved by
the Corporation.
(e) Expenses. The Corporation shall reimburse the Executive for all
reasonable expenses properly incurred, and appropriately
documented, by the Executive in connection with the business of
the Corporation.
(f) Perquisites. The Corporation shall make available to the
Executive all perquisites to which he is entitled by virtue of
his position.
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6. Nondisclosure. During and after the term of this Agreement, the
Executive shall not, without the written consent of the Board of Directors of
the Corporation, disclose or use directly or indirectly, (except in the course
of employment hereunder and in furtherance of the business of the Corporation or
any of its subsidiaries and affiliates) any of the trade secrets or other
confidential information or proprietary data of the Corporation or its
subsidiaries or affiliates; provided, however, that confidential information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same or similar
businesses.
7. Noncompetition. During the term of this Agreement, and for a period
of one (1) year after the date the Executive's employment terminates, the
Executive shall not, without the prior approval of the Board of Directors of the
Corporation in the same or a similar capacity engage in or invest in, or aid or
assist anyone else in the conduct of any business (other than the businesses of
the Corporation and its subsidiaries and affiliates) which directly competes
with the business of the Corporation and its subsidiaries and affiliates as
conducted during the term hereof. If any court of competent jurisdiction shall
determine that any of the provisions of this Section 7 shall not be enforceable
because of the duration or scope thereof, the parties hereto agree that said
court shall have the power to reduce the duration and scope of such provision to
the extent necessary to make it enforceable and this Agreement in its reduced
form shall be valid and enforceable to the extent permitted by law. The
Executive acknowledges that the Corporation's remedy at law for a breach by the
Executive of the provisions of this Section 7 will be inadequate. Accordingly,
in the event of the breach or threatened breach by the Executive of this Section
7, the Corporation shall be entitled to injunctive relief in addition to any
other remedy it may have.
8. Severance Pay. If the Executive's employment hereunder is
involuntarily terminated for any reason other than those set forth in Section
2(c) hereof, then unless the Corporation shall have terminated the Executive for
"Cause", the Corporation shall pay the Executive severance pay in an amount
equal to twenty-four (24) months of the Executive's base salary on the effective
date of the termination, plus 1/12 of the amount of the last bonus paid to the
Executive under the Corporation's bonus plan applicable to the Executive for
each month in the period beginning on January 1 of the year in which the date of
the termination occurs and ending on the date of the termination and for each
months' base salary to which the Executive is entitled under this Section 8,
provided, however, that any amount paid to the Executive by the Corporation for
services rendered
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subsequent to the thirtieth (30th) day following the communication to the
Executive of notice of termination shall be deducted from the severance pay
otherwise due hereunder. Such payment shall be made in a lump sum within ten
(10) business days following the effective date of the termination. The
severance pay shall be in lieu of all other compensation or payments of any kind
relating to the termination of the Executive's employment hereunder; provided
that the Executive's entitlement to compensation or payments under the
Corporation's retirement plans, stock option or incentive plans, savings plans
or bonus plans attributable to service rendered prior to the effective date of
the termination shall not be affected by this clause and shall continue to be
governed by the applicable provisions of such plans; and further provided that
in lieu hereof, at his election, the Executive shall be entitled to the benefits
of the Change in Control Agreement of even date hereof between the Corporation
and the Executive, if termination occurs in a manner and at a time when such
Change in Control Agreement is applicable. For purposes of this Agreement, the
term for "Cause" shall mean because of gross negligence or willful misconduct by
the Executive either in the course of his employment hereunder or which has a
material adverse effect on the Corporation or the Executive's ability to perform
adequately and effectively his duties hereunder.
9. Notices. Any notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered or mailed, by registered or certified mail, return receipt requested
to the respective addresses of the parties set forth above, or to such other
address as any party hereto shall designate to the other party in writing
pursuant to the terms of this Section 9.
10. Severability. The provisions of this Agreement are severable, and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of any other provision.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the substantive laws of the State of Delaware.
12. Supersedure. This Agreement shall cancel and supersede all prior
agreements relating to employment between the Executive and the Corporation,
except the Change in Control Agreement.
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13. Waiver of Breach. The waiver by a party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
prior or subsequent breach by any of the parties hereto.
14. Binding Effect. The terms of this Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the Corporation and
the heirs, executors, administrators and successors of the Executive, but this
Agreement may not be assigned by the Executive.
IN WITNESS WHEREOF, the Corporation and the Executive have executed
this Agreement as of the day and year first above written.
BOWATER INCORPORATED
By /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx
Chairman, President and
Chief Executive Officer
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