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EXHIBIT 10(e)
AGREEMENT
AGREEMENT made June 5, 1997 between Stanhome Inc., a Massachusetts
corporation with its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Company") and XXXXXX X. XXXXXXXXXXX of
00 Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Employee").
In consideration of the mutual agreements hereinafter contained, the
parties agree as follows:
1. Retirement Benefits
(a) Subject to the provisions of subsection 1(c) below, if
and when Employee or his wife becomes entitled to receive
payments from the Stanhome Inc. Pension Plan, Stanhome
will pay him or her an additional retirement benefit
equal to the difference between (i) the benefits
otherwise payable to Employee or his wife under the
Stanhome Pension Plan and (ii) the benefits that would
have been payable under that Plan if his years of benefit
service had been equal to the sum of his actual years of
benefit service plus 7.75 additional years.
(b) If Employee's employment terminates involuntarily for any
reason other than Cause before April 23, 2004, he shall
be entitled to receive the benefit determined under
subparagraph 1(a) as if he had reached age fifty-five
(55) and was entitled to receive payments from the
Stanhome Inc. Pension Plan on the date of his
termination, but such benefit shall not be payable until
his (actual) fifty-fifth (55th) birthday. If Employee's
employment terminates involuntarily for any reason other
than cause after April 22, 2004, he shall be entitled to
receive the benefit determined under subparagraph 1(a) as
if his age on retirement were his actual age on the date
of his termination plus five years, but such benefit
shall not be payable before his (actual) fifty-fifth
(55th) birthday.
(c) If Employee's employment terminates by reason of
discharge for Cause, neither he nor his wife shall be
entitled to receive payment of any kind under this
Agreement. "Cause" shall mean dishonesty, misconduct, or
insubordination.
(d) Payment of such additional retirement benefit will begin
at the same time as payments begin under the Stanhome
Inc. Pension Plan. If the Stanhome Inc. Pension Plan (as
in effect on December 31, 1988) is amended or terminated
prior to the time such payments begin, the amount payable
under section 1(a) above shall be calculated as if such
amendment or termination had not occurred.
2. Payment. (a) Amounts payable under the above paragraphs
will be paid on or about the end of the month to which the payment relates.
Payment will be made for the full month in which Employee's death occurs.
(b) Notwithstanding any otherwise applicable
provision of this agreement to the contrary, the retirement benefits due to
Xxxxxxxxxxx (or his beneficiary) under this Agreement, if any, shall be
paid in a lump sum upon the occurrence of (i) a termination of
Xxxxxxxxxxx'x employment under circumstances that entitle Xxxxxxxxxxx to
payment of a severance benefit under Paragraph 1 of the "Change in
Control Agreement" dated January 1, 1992 between the Company and
Xxxxxxxxxxx (or, if at the time of such termination the Change in Control
Agreement is no longer in effect, under circumstances that would entitle
Xxxxxxxxxxx to such payment if such Agreement were in effect), or (ii) a
Change in Control (as defined in the Change in Control Agreement) at any
time following Xxxxxxxxxxx'x termination of employment from the Company.
Such lump-sum payment shall be the present value of the benefit payable to
Xxxxxxxxxxx hereunder using the Pension Benefit Guaranty Corporation
immediate annuity interest rate as is in effect for the month in which the
payment is made and the mortality table based on the UP-1984 Table, all as
in accordance with generally acceptable actuarial principles.
3. Assignment. Neither Employee nor his wife shall have any right
to commute, encumber, or dispose of the right to receive payments
hereunder; such payments and the right thereto being hereby declared to be
non-assignable and non-transferable. All rights under the Contract are
merely unsecured contractual rights of Employee or Employee's spouse
against Stanhome. Employee and Employee's spouse are, therefore, merely
unsecured general creditors of Stanhome in this regard.
4. Trust. Stanhome intends to set aside certain assets in a
Trust for the payment of benefits under this Contract. To the extent any
payment required to be made by Stanhome under the Contract is instead made
by the Trust, Stanhome's obligation under the Contract will to such extent
be deemed satisfied. If the Trust for any reason fails to make a payment
required to be made by Stanhome under the Contract, Stanhome remains fully
liable for such payment under the terms of the Contract. In the event of
the insolvency or bankruptcy of Stanhome, any assets set aside in the Trust
shall at all times be subject to the claims of Stanhome's general creditors
as if such assets were general assets of Stanhome.
5. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successor of Stanhome and any such successor
shall be deemed substituted for Stanhome under the terms of this Agreement.
As used in this Agreement, the term "successor" shall include any person,
firm, corporation, or other business entity which at any time, whether by
merger, purchase, or otherwise, acquires all or substantially all of the
assets or business of Stanhome.
6. Not an Employment Agreement. This Agreement is not an
employment agreement and Stanhome reserves the right to discharge Employee
with or without cause. The Agreement in no way affects his rights under
the Stanhome Pension Plan, or under any Stanhome group or other insurance
policy.
7. Notices. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing, and if sent by postage
prepaid certified mail, or delivered, in the case of Employee to his
residence at 00 Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or, in the case of
Stanhome to its principal office at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Secretary. Either party may change the
address to which notices are to be addressed by notice in writing given to
the other in accordance with the terms hereof.
8. Waiver of Breach. The waiver by Stanhome of a breach of any
provision of this Agreement by Employee shall not operate or be construed
as a waiver of any subsequent breach by Employee.
9. Governing Law. This Agreement shall be deemed made in the
Commonwealth of Massachusetts, and its form, execution, validity,
construction and performance shall be construed in accordance with the laws
of said Commonwealth.
10. Entire Agreement. This Agreement constitutes the entire
agreement of the parties. It may not be changed orally but only by an
agreement in writing signed by Employee and for Stanhome by an officer duly
authorized to enter into said amendment by the Board of Directors.
11. Severability. In the event that any of the terms or provisions of
this Agreement or any portion of such terms or provisions shall be
determined to be invalid or inoperative, such determination shall not
affect the efficacy of the balance of the Agreement and any such invalid or
inoperative term or provision shall be deemed severable.
IN WITNESS WHEREOF, this Agreement has been executed by a duly
authorized officer of Stanhome and by Employee on this 5th day of June,
1997.
STANHOME INC.
By: /s/G. Xxxxxxx Xxxxxxxxx
President and CEO
/s/Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
ATTEST:
/s/Xxxxx X. Xxxxx
Secretary
