AMENDMENT NO.1
TO
EMPLOYMENT AGREEMENT
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Dated January 1, 2002
THIS Amendment (the "Amendment"), dated as of April 24, 2002, is entered into
between Alltrista Corporation, a Delaware corporation (the "Company") and Xxxxxx
X. Xxxxxxxx, (the "Employee").
WITNESSETH:
WHEREAS, the Employee and the Company are parties to that certain
Employment Agreement dated as of January 1, 2002 (the "Agreement"); and
WHEREAS, the parties mutually desire to amend the Agreement on the
terms and conditions set forth more fully below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Amendment, the Company and the Employee hereby agree as
follows:
1. Section 4 of the Agreement is hereby amended in its
entirety to read as follows:
Compensation and Benefits. During the term of this Agreement, as amended, the
Company shall pay to the Employee, and the Employee shall accept from the
Company, as compensation for the performance of services under this Agreement
and the Employee's observance and performance of all of the provisions hereof, a
salary of $500,000 per year (the "Base Compensation"). The Base Compensation
shall be reviewed annually and shall be increased by a minimum of the Consumer
Price Index. The Employee shall be eligible for a bonus package based on
performance. The decision as to whether to pay the Employee a bonus based on
operations, as well as the amounts and terms of any such bonus package, shall be
determined by the Compensation Committee of the Board of Directors as part of
its annual budget review process. The bonus program shall give Employee the
opportunity to earn up to 50% of Base Compensation each year for achieving the
Company's earnings per share budget and up to 100% of Base Compensation for
achieving 110% of the Company's earnings per share budget. In addition, the
Employee shall be eligible to receive a bonus of up to 100% of Base Compensation
for services specifically performed relating to acquisitions or other corporate
transactions undertaken by the Company in any year. Any transaction bonus shall
be determined by the Compensation Committee of the Board of Directors, based on
the work performed by the Employee in regards to any particular transaction. The
Employee's salary shall be payable in accordance with the normal payroll
practices of the Company and shall be subject to withholding for applicable
taxes and other amounts. During the term of this Agreement, the Employee shall
be entitled to participate in or benefit from, in accordance with the
eligibility and other provisions thereof, such medical, insurance, and other
fringe benefit plans or policies as the Company may make
available to, or have in effect for, its personnel with commensurate duties from
time to time. This will include maintaining a split-dollar life insurance policy
(the "Life Insurance Policy") on the Employee in the amount of $5 million, the
annual premium not to exceed $35,000. The Company retains the rights to
terminate or alter any such plans or policies, other than the Life Insurance
Policy, from time to time. The Employee shall also be entitled to vacations,
sick leave and other similar benefits in accordance with policies of the Company
from time to time in effect for personnel with commensurate duties.
In addition to the benefits noted above the employee shall receive a grant of
50,000 restricted shares of the Company's common stock (the "Restricted Stock")
on the effective date of this agreement. The restrictions shall lapse upon the
earlier of (i) the date that the stock price of the common stock of the Company
equals or exceeds a set price, initially twenty-five dollars ($25.00) or (ii)
the date there is a change of control (as defined in Section 2.01 of the 1998
Restricted Stock Plan) of the Company. The number of shares granted and the
target share price of $25.00 shall be adjusted for changes in the common stock
as outlined in Section 5.05 of the Restricted Stock Plan or as otherwise
mutually agreed in writing between the parties. The terms of the Restricted
Stock shall be set forth in a Restricted Stock Award Agreement. Future
restricted share grants shall be considered by the compensation committee of the
Board of Directors on an annual basis.
IN WITNESS WHEREOF, each of the parties hereto have duly
executed this Agreement as of the date set forth above.
ALLTRISTA CORPORATION
By: /s/ Ian X.X. Xxxxxx
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Its: Vice Chairman, Chief
Financial Officer, and Secretary
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
