January 16, 1992
PRIVATE AND CONFIDENTIAL
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Re: Employment Agreement
Dear Xxxxx:
1. This letter confirms your employment by ELJER INDUSTRIES, INC. (the
"Company") as Director-Compensation & Benefits, Eljer Industries. In that
capacity, you are entitled to the following:
a. A minimum annual salary of $75,000;
b. Benefits as described in, and in accordance with, the Company's
benefit plans; and
c. An annual par bonus equal to 15% of your annual salary. The amount
of bonus that you actually receive, if any, will depend on the
achievement of Corporate and your individual goals.
2. During your employment with the Company, you will devote your full time
and energies to the faithful and diligent performance of the duties
inherent in, and implied by, your executive position.
3. In consideration of your continued employment with the Company, it is
mutually agreed that:
a. In the event your employment with the Company is terminated by the
Company during the term of this Agreement, for any reason other
than:
i. "Cause", for this purpose, "cause" shall mean: (a) your
willful and continued failure to substantially perform your
duties hereunder (other than any such failure resulting from a
"disability", as defined herein; or (b) your conviction for
committing an act of fraud, embezzlement, theft, or other act
constituting a felony; or (c) your willful engagement in gross
misconduct which is materially and demonstrably injurious to
the Company; or
ii. Inability, for reasons of "disability", reasonably to perform
your duties for six consecutive calendar months (for purposes
of this Agreement, "disability" shall mean a permanent and
total disability, within the meaning of Internal Revenue Code
Section 22(e)(3), in the exercise of good faith and reasonable
judgment, upon receipt of and in reliance on sufficient
competent medical advice from a qualified physician selected
by the Compensation Committee); or
Xx. Xxxxx X. Xxxxxxx
Page -2-
January 16, 1992
b. In the event that during the term of this Agreement you resign your
position with the Company because:
i. You are assigned to a position of lesser rank or status; or
ii. Your annual salary, annual par bonus, level of participation
in management incentive plans, or your benefits are reduced;
or
iii. You are reassigned to a geographical area more than 50 miles
from your present residence;
the Company shall be required, and hereby agrees, to continue
paying your then salary, to pay your then annual bonus at par
level, and to provide all pension, profit sharing, deferred
compensation, medical and life insurance benefits under the
Company's benefit plans, or the economic equivalent thereof, for a
period of 6 months from the date of such termination or
resignation. If, pursuant to the terms of a benefit plan, a benefit
would be earned or accrued during such 6-month period but would be
payable on a deferred basis (were you to be employed during such
6-month period) the benefit similarly shall be deferred hereunder;
provided, however, that the Company reserves the right to pay the
present value of such benefit to you in cash at the end of such
6-month period.
4. You are not required to mitigate the amount of any payments to be
made by the Company, pursuant to this Agreement, by seeking other
employment, or otherwise, nor shall the amount of any payments
provided for in this Agreement be reduced by any compensation
earned by you, as the result of self-employment or your employment
by another employer, after the date of termination of your
employment with the Company.
Please acknowledge your acceptance of the terms and provisions of this Agreement
by signing in the space indicated below. We look forward to your continued
contribution to the success of ELJER INDUSTRIES, INC.
Sincerely, ACCEPTED AND AGREED as of
ELJER INDUSTRIES, INC. January 20, 1992
By: /s/Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxx
