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EXHIBIT 10.15
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[EKCO GROUP, INC. LETTERHEAD]
September 28, 1995
Mr. Xxxxxxx Xxxxxx
0 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxx:
This letter will serve to confirm the agreement which you and Ekco Group, Inc.
including all of of its subsidiaries and affiliates (together they are
hereinafter referred to as "EKCO"), reached with respect to the severance
arrangement occasioned by your voluntary resignation as an employee and officer
of EKCO and the termination of the employment agreement between you and EKCO
dated as of May 20, 1994 (together with all amendments are hereinafter referred
to as the "Employment Agreement").
The following constitutes the agreement:
1. You hereby voluntarily resign from your positions as Executive Vice
President Marketing and Sales of EKCO as well as any and all other
positions you now hold either as an officer or director of EKCO and any
of its subsidiaries and affiliates. Your resignation will be effective
as of August 31, 1995.
2. The severance arrangements recited herein shall be in lieu of and take
the place of any and all rights which you may have pursuant to the
Employment Agreement, EKCO severance, vacation accrual and other types
of employment policies, and any rights you may have pursuant to any
federal, state or local laws, statutes, or ordinances and the
regulations promulgated thereunder, relating in any way to your
employment with EKCO, the termination of such employment or severance
or compensation benefits incident to either.
3. EKCO shall pay you from and after September 1, 1995, on a bi-weekly
basis, a gross amount equal to $9730.77, through February 2, 1996. On
March 1, 1996 EKCO shall pay you in a lump sum $181,096.15 less
$3,744.60 paid by EKCO on your behalf to the Royal Maccabees Life
Insurance Company for your disability policy for a total of
$177,351.55. These payments are based upon a one year severance of
salary at $253,000 plus a bonus of $40,000. Furthermore, EKCO shall pay
you the amount accrued and not theretofore paid to you for vacation
time properly accrued but not used by you prior to August 31, 1995 in
the amount of 133.29 hours for a gross amount of $16,212.06. EKCO will
also pay you $1,087.69, the amount attributable to your election to
exchange your 1995 salary increase for the period July 1, 1995 through
August 31, 1995 for shares of restricted stock. All such amounts shall
be paid to you with all required deductions and withholdings made,
except as may otherwise be provided herein. Furthermore, through the
earlier of August 31, 1996 or when you secure employment either as an
employee or as an independent contractor (hereinafter the "Reemploymnet
Date), EKCO shall provide you with continuation of the medical, dental
and life insurance benefits currently in effect (but not disability
insurance of any kind). Currently you are required to contribute under
your individual policy $7.00 on a bi-weekly basis. It is your
responsibility to continue to make those payments to EKCO. Should any
changes be effected on this coverage such that the benefits are limited
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or the contribution cost to you increases you agree to accept such
changes provided that they are being applied to you on a
non-discriminatory basis.
4. From August 31, 1995 forward, you will not be eligible to participate
in the Ekco Group, Inc. Employee Stock Purchase Program, the EKCO
Corporation 401(K) Plan and the Ekco Group, Inc. disability insurance
policy and benefits.
5. The restrictions on exercising the options detailed below to acquire
Ekco Group, Inc. common stock shall lapse as of August 31, 1996. Please
contact Xxxxx Xxxxxxx, Esq. if you desire to exercise any of the
options detailed below prior to that date.
OPTIONS:
29,288 shares at an option price of $6.50 per share (January 3, 1995
issue date)
30,000 shares at an option price of $7.00 per share (May 5, 1994 issue
date)
6. You have purchased 48,255 shares of EKCO common stock pursuant to
EKCO'S restricted stock purchase plans. Of this amount XXXX agrees not
to repurchase from you 9,602 shares of EKCO common stock. The
remainder, totalling 38,653 shares of EKCO common stock will be
repurchased by EKCO from you for the original purchase price of $.10
per share or a total of $3,865.30 on the following schedule:
A. 29,051 shares on or about September 11, 1995 at a
price of $2,905.10, and
B. 9,602 shares on the Reemployment Date at a price of
$960.20. However, if you do not secure employment as
an employee or independent contractor on or before
August 31, 1996 EKCO shall not repurchase such shares
from you.
Pursuant to Federal tax regulations EKCO is required to withhold no
less than 28%, for Federal tax purposes, of the value as of September
1, 1995 of the restricted stock which is not being repurchased. That
amount is $17,206.78. You agree to make such tax withholding payment to
EKCO no later than October 10, 1995. In lieu of receiving the purchase
price defined immediately above and the payment of vacation accrual
defined in paragraph 3 above, such amounts may be used as an offset
against the monies which will be owed by you to EKCO for Federal tax
withholding due to the lapsing of restrictions on the restricted stock.
Please confirm to EKCO, prior to October 10, 1995, in writing, the
manner in which you will satisfy this obligation.
7. You will return to EKCO on or before the Reemployment Date, in
substantially the same condition as it is in today, normal wear and
tear excepted, the Cadillac Seville automobile owned by EKCO which you
are currently utilizing. In lieu of returning the automobile you may
purchase it at any time prior to August 31, 1996 by tendering to EKCO
80% of the then wholesale ("Blue Book") value of the automobile. Please
give us 10 business days notice of your intention to purchase the
automobile.
8. You shall return to EKCO on or before August 31, 1996, in the condition
that they are in now, reasonable wear and tear excepted, the Panasonic
facsimile machine and AST Power Executive personal lap top computer
which are owned by EKCO and are currently in your possession. You
represent that on or before August 31, 1995 you returned to EKCO all
business records and documents and all copies thereof relating to any
of
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EKCO's activities which were in your possession and which were not
otherwise public documents.
9. You represent that you have returned to EKCO on or before August 31,
1995, any and all credit cards, travel cards, travel letters, telephone
credit cards, and the like then currently in your possession which
belong to EKCO. You are further directed and agree not to use any of
the above-mentioned cards or credit devices from that day forward.
Effective August 31, 1995 any charges to the telephone numbers (508)
000-0000 (mobile phone) and (000) 000-0000 (fax phone) shall be on your
account and not for the account of EKCO. Please make arrangements with
the appropriate telephone companies to receive their xxxxxxxx directly.
Any charges you make to any of the above, on or after August 31, 1995,
will be your personal obligation and may be deducted by EKCO from the
amounts owed to you hereunder.
10. EKCO shall make available to you the services of a secretary to assist
you in obtaining employment. On a reasonable and non-interfering basis
secretarial services will include telephone answering, typing and
assistance in preparing and mailing related business correspondence in
your efforts to secure employment.
11. Reference is made to "Section 8, Confidentiality and Non Competition",
in the Employment Agreement. You hereby reaffirm and agree to the
obligations you assumed pursuant thereto for the period running to and
through August 31, 1996.
12. You, on the one hand, and XXXX, on the other hand, acknowledge to one
another the obligation to continue the relationship between the two in
a fair and responsible manner. As a result, you and EKCO agree not to
intentionally disparage or damage the other. EKCO acknowledges your
voluntary resignation and agrees, to the extent inquiries are made with
respect to your termination, to confirm such fact.
13. You hereby represent that, except for the continuing obligations of
EKCO specifically described in this letter, there are no claims which
may or will be made against EKCO, their employees, officers, directors
and stockholders and any and all of their subsidiaries and affiliates
arising out of any events which occurred prior to today's date.
14. You irrevocably and unconditionally release, remise, and forever
discharge EKCO, their affiliates and their officers, directors,
employees, agents, owners and attorneys on account of any claim which
you may have on the date of this agreement, including, without
limitation, any claim arising from or related to your employment
relationship with EKCO or the termination thereof including, without
limitation, claims for discrimination under the Massachusetts Fair
Employment Practices Statute, M.G.L. c. 151B (as amended) (including,
but not limited to, claims for discrimination based upon age), the Age
Discrimination in Employment Act (as amended), 29 U.S.C. section 621
et seq., the Employee Retirement Income Security Act (as amended), the
Americans with Disabilities Act, wrongful discharge, breach of express
or implied contract, breach of a covenant of good faith and fair
dealing, violation of public policy, defamation, interference with
contractual relations, intentional or negligent infliction of emotional
distress, misrepresentation, deceit, fraud, negligence, or any other
statutory or common law claim under any state or federal law.
15. The parties agree that you shall have until October 21, 1995 to accept
the terms of this agreement by signing below, and you are advised to
consult an attorney before signing. In addition, should you accept the
terms of this agreement, you may rescind your assent to this agreement
if, within seven (7) days from the date you sign this agreement, you
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deliver in writing to Xxxxxxx X. Xxxxxxxxx at Ekco Group, Inc., 00 Xxxx
Xxxxx Xxxx, Xxxxxx, XX, a written notice of recision. To be effective,
such recision must be: (1) postmarked within the seven-day period; (2)
properly addressed to Ekco Group, Inc. 00 Xxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxx, Xxx Xxxxxxxxx 00000, Attention Xxxxxxx X. Xxxxxxxxx; and (3)
sent by certified mail, return receipt requested. You and EKCO, will
execute a mutual, general release in the form attached hereto as
Exhibit A.
16. This agreement constitutes the entire agreement between you and EKCO
with respect to your separation. No variations or modifications hereof
shall be deemed valid unless reduced to writing and signed by the
parties hereto.
17. This Agreement is made pursuant to the laws of the State of New
Hampshire, and questions as to its validity and effect shall be
governed thereby. Any provision of this Agreement which is prohibited
or unenforceable in accordance with such laws shall be ineffective as
to the extent of such prohibition and unenforceability without
invalidating the remaining provisions hereof.
If the above accurately represents our agreement, please indicate your
acknowledgement thereof by signing your name below where indicated.
ACCEPTED AND AGREED: EKCO GROUP, INC.
ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES AND AFFILIATES
/S/XXXXXXX XXXXXX By: /S/XXXXXX X. XXXXXXXXXX
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Xxxxxxx Xxxxxx
Title: EVP/CFO
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