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Exhibit 10.5
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FORM OF
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
EKCO GROUP, INC.
AND
[NAME OF EXECUTIVE]
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AS OF
May 25, 1995
SECTION PAGE
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1. Employment 1
2. Principal Location 1
3. Compensation 2
4. Reimbursement of Expenses 3
5. Term and Termination 3
6. Letter of Credit 10
7. Additional Insurance at Group's Option 11
8. Gross-Up Payments 12
9. Confidentiality and Non-Competition 13
10. Definitions 16
11. Arbitration 20
12. General 21
EXHIBIT
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Letter of Credit A
Example of Calculation of Severance Payment B
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 25th day of May,
1995, (the "Effective Date") by and between Ekco Group, Inc., a Delaware
corporation ("Group") with its principal place of business in Nashua, New
Hampshire and [NAME OF EXECUTIVE] ("Executive"), of [ADDRESS OF EXECUTIVE].
WHEREAS, Executive is currently employed by Group pursuant to an
Employment Agreement dated as of November 6, 1991, as amended; and
WHEREAS, Group and Executive desire to amend and restate the
terms and conditions of Executive's employment by Group as set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties covenant and agree as follows:
1. EMPLOYMENT. Group hereby employs Executive and Executive hereby
accepts employment as an executive employee of Group to perform
such executive and managerial services as may be assigned to him
by or under the authority of the Board of Directors (such term,
and all other capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth in Section 10 of this
Agreement), consistent with such status as an executive
employee. Executive agrees to use his best efforts, skills and
abilities faithfully to promote the interests of Group and to
perform such services as may be required of 7him by Group from
time to time consistent with his status, to the reasonable
satisfaction of the Board of Directors. Without limiting the
generality of the foregoing, Executive agrees to serve as [JOB
TITLE] of Group (if and so long as he is elected to that office
by the Board of Directors) and to serve without additional
compensation as a director, executive officer or executive
employee of such Affiliates as Group may from time to time
reasonably request. Executive agrees to work exclusively for
Group and such Affiliates as his full-time employment during the
term of this Agreement, except as Group and Executive may
otherwise agree in writing from time to time.
2. PRINCIPAL LOCATION. Executive shall perform the duties of his
office generally in, and shall not be obligated to maintain his
office in any place other than, Nashua, New Hampshire or within
the metropolitan Boston, Massachusetts area, provided, however,
that Executive shall be obligated
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to take such trips outside of such area as shall be reasonably
necessary in connection with his duties and Group shall pay all
reasonable costs of travel and living expenses incurred in
connection therewith. Furthermore, if Group's principal
executive office is relocated to a location outside Nashua, New
Hampshire or the greater Boston metropolitan area, Executive
shall, subject to his rights upon an event of Constructive
Termination following a Change of Control under Section 5.3.4,
be obligated to perform his duties at such relocated principal
office and Group shall pay Executive all reasonable expenses
incurred by Executive in relocating to such new area.
3. COMPENSATION.
3.1 Except as otherwise provided in this Agreement, for his services
and agreements hereunder Executive shall receive from Group the
following compensation:
3.1.1 Salary at the annual rate of [AMOUNT OF CASH SALARY]
Dollars ($_____________)(the "Base Salary"), payable in
equal installments in accordance with Group's pay
policy and in any event not less frequently than
monthly. The Base Salary shall be subject to increase
from time to time as determined by the Board of
Directors or the Compensation Committee in its sole
discretion pursuant to a review of Executive's
performance by the Board of Directors or the
Compensation Committee, which review shall be conducted
at such time as the Board of Directors or the
Compensation Committee shall determine, but in any
event at least once during each twelve (12) months of
the term of this Agreement. The Base Salary as from
time to time increased is referred to herein as the
"Adjusted Cash Salary."
3.1.2 Such other monetary compensation by way of bonus or
otherwise, if any, as may be determined from time to
time by the Board of Directors or the Compensation
Committee in its sole discretion;
3.1.3 Such fringe benefits (including, without limitation,
vacation time, group life, split-dollar life, long term
and short term disability, medical, dental and other
insurance, retirement, including, but not limited to,
Group's Executive Supplemental Retirement Plan,
pension, profit-sharing and similar plans) as Group may
provide from time to time for its executive employees,
whether or not the category of such benefits is
addressed in this
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Agreement, it being understood that Executive shall be
entitled to the greater of each benefit addressed in
this Agreement and that provided by Group for its
executive employees generally. Group shall in any
event, whether or not such coverage is provided for
other executive employees, provide Executive group life
or other life insurance at its expense with a death
benefit equal to at least four (4) times Executive's
Adjusted Salary, in addition to any other life
insurance payable to Executive or his beneficiaries
under this Section 3.1.3, Section 5.4.1.3 below or any
life insurance for which Executive pays premiums; and
3.1.4 Such other compensation pursuant to such executive
bonus plans, restricted stock purchase plans, stock
option plans or other stock plans, available to
executive employees of Group from time to time, as the
Board of Directors or the Compensation Committee may in
its sole discretion determine.
4. REIMBURSEMENT OF EXPENSES. Group shall reimburse Executive for
travel, entertainment and other business expenses reasonably
incurred by him in connection with the business of Group and its
Affiliates to the extent and in a manner consistent with then
Group policy.
5. TERM AND TERMINATION.
5.1. TERM. The term of this Agreement and Executive's employment
hereunder shall commence on the Effective Date and continue
until terminated as hereinafter set forth. For the purposes of
this Agreement, the date of termination shall be the effective
date of termination of Executive, rather than the date of notice
thereof.
5.2. TERMINATION BY EXECUTIVE.
5.2.1 Executive's employment may be terminated at any time by
Executive by written notice of at least three (3)
months to Group, which time period may be waived, in
whole or in part, by Group in its discretion in which
event Executive's employment shall end on such earlier
date as agreed by Group and Executive.
5.2.2 Except as provided in Section 5.2.3, if Executive's
employment is terminated pursuant to Section 5.2.1,
Executive shall not be entitled as of the date of
termination to any further compensation under this
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Agreement of any kind or nature, except for Accrued and
Unpaid Salary and Expenses.
5.2.3 However, if such notice is given after six (6) months
after but within twenty four (24) months after a Change
of Control (a "Change of Control Notice"), unless such
Change of Control shall have been approved by a
resolution adopted by the Board of Directors with at
least two-thirds (2/3) of the then serving Group
directors who are Group directors as of the date hereof
voting in favor, then upon such termination by
Executive pursuant to Section 5.2.1, Group shall
provide and Executive (or his Estate) shall be entitled
to receive:
5.2.3.1 Within thirty (30) days of the date of such termination
a two (2) year Lump Sum Payment Amount;
5.2.3.2 A Gross-Up Payment as set forth in Section 8 of this
Agreement;
5.2.3.3 Continuation of all fringe benefits referred to in
Section 3.1.3, including, but not limited to, Medical,
Dental and Life Insurance Coverage Continuation for a
period of two (2) years from the date of termination;
5.2.3.4 Accrued and Unpaid Salary and Expenses;
5.2.3.5 Outplacement Benefits; and
5.2.3.6 In the event of termination as provided in this Section
5.2.3, Executive shall not be entitled to payments
under both this Section 5.2.3 and Section 5.3.4.2. Any
compensation payable under this Section 5.2.3 shall be
paid notwithstanding Executive's total and permanent
disability or death occurring after termination of his
employment hereunder. In the event Executive dies or
becomes totally and permanently disabled after the date
of any such notice but prior to the date of termination
of his employment under this Section 5.2.3, the
provisions of this Section 5.2.3 and not the provisions
of Section 5.4 or 5.5 shall apply, provided that in the
event of Executive's total and permanent disability
during such time, Executive shall also be entitled to
each benefit that Group then provides to its executive
employees upon and during the continuance of total and
permanent disability to the extent such benefit exceeds
those specified in this Section 5.2.3.
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5.3. TERMINATION BY GROUP; CHANGE OF CONTROL; AND CONSTRUCTIVE
TERMINATION.
5.3.1 Executive's employment may be terminated at any time by
Group, with or without Good Cause, by written notice to
Executive, effective immediately unless otherwise
stated in such notice.
5.3.2 TERMINATION BY GROUP WITH GOOD CAUSE. In the event
Group shall terminate Executive's employment for Good
Cause, then Executive shall not be entitled as of the
date of termination to any further compensation under
this Agreement of any kind or nature, except for
Accrued and Unpaid Salary and Expenses.
5.3.3 TERMINATION BY GROUP WITHOUT GOOD CAUSE PRIOR TO A
CHANGE OF CONTROL.
5.3.3.1 In the event Executive's employment hereunder is
terminated by Group without Good Cause prior to a
Change of Control, then subject to Section 5.3.3.2
Group shall provide and Executive (or his Estate) shall
be entitled to the following:
5.3.3.1.1 A one (1) year Lump Sum Payment Amount payable within
thirty (30) days of the date of termination;
5.3.3.1.2 Executive shall immediately upon termination pursuant
to this Section 5.3.3 have the unconditional,
unencumbered and free right, title and interest in all
shares of stock of Group which were granted, sold or
optioned (subject, if Executive elects to exercise
unexercised rights, to his obligation to pay the option
exercise price or other purchase price to the extent
theretofore not paid) to Executive by Group at any time
prior to the date of termination as if all restrictions
imposed by Group had lapsed and all events necessary to
vest in Executive such rights, including the lapsing of
time, had occurred, and Group shall take all such
actions as may be necessary to release any then
existing restrictions imposed by Group and waive any
rights to repurchase such shares;
5.3.3.1.3 Medical, Dental and Life Insurance Coverage
Continuation for a period of one (1) year from the date
of termination;
5.3.3.1.4 Accrued and Unpaid Salary and Expenses;
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5.3.3.1.5 Outplacement Benefits; and
5.3.3.1.6 Gross-Up Payment
5.3.3.2 Any compensation payable under this Section 5.3.3 shall
be paid notwithstanding Executive's total and permanent
disability or death subsequent to Group's notice of
termination. In the case of termination of his
employment under this Section 5.3.3, Executive shall
not be entitled as of the date of termination to any
other compensation under this Agreement, except as
provided in this Section 5.3.3, provided that in the
event of Executive's total and permanent disability at
such time, Executive shall also be entitled to all of
the benefits Group then provides to its executive
employees upon and during the continuance of total and
permanent disability.
5.3.4 CHANGE OF CONTROL; CONSTRUCTIVE TERMINATION; SUBSEQUENT
TERMINATION BY GROUP WITHOUT GOOD CAUSE.
5.3.4.1 Immediately upon a Change of Control while Executive is
employed hereunder, and without regard to whether or
not Executive's employment is terminated, whether a
Constructive Termination occurs at such time or
thereafter or the manner of any subsequent termination
of Executive's employment, Executive shall immediately
have the unconditional, unencumbered and free right,
title and interest in all shares of stock of Group
which were granted, sold or optioned (subject, if
Executive elects to exercise unexercised rights, to his
obligation to pay the option exercise price or other
purchase price to the extent theretofore not paid) to
Executive by Group at any time prior to the Change of
Control as if all restrictions imposed by Group had
lapsed and all events necessary to vest in Executive
such rights, including the lapsing of time, had
occurred, and Group shall take all such actions as may
be necessary to release any then existing restrictions
imposed by Group and waive any rights to repurchase
such shares.
5.3.4.2 If following a Change of Control there shall be either
an event of Constructive Termination or termination by
Group of Executive's employment without Good Cause,
then Group shall provide and Executive (or his Estate)
shall be entitled to the following:
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5.3.4.2.1 Within ten (10) days of such event a two (2) year
Lump-Sum Payment Amount. For the purposes of this
Section 5.3.4, the time when a Constructive Termination
occurs shall be the day any event occurs which is
included in the definition of Constructive Termination;
5.3.4.2.2 Executive shall immediately upon termination pursuant
to this Section 5.3.4 have the unconditional,
unencumbered and free right, title and interest in all
shares of stock of Group which were granted, sold or
optioned (subject, if Executive elects to exercise
unexercised rights, to his obligation to pay the option
exercise price or other purchase price to the extent
theretofore not paid) to Executive by Group at any time
prior to the date of termination as if all restrictions
imposed by Group had lapsed and all events necessary to
vest in Executive such rights, including the lapsing of
time, had occurred, and Group shall take all such
actions as may be necessary to release any then
existing restrictions imposed by Group and waive any
rights to repurchase such shares;
5.3.4.2.3 Medical, Dental and Life Insurance Coverage
Continuation for a period of two (2) years from
the date of termination;
5.3.4.2.4 Accrued and Unpaid Salary and Expenses;
5.3.4.2.5 Outplacement Benefits; and
5.3.4.2.6 Gross-Up Payment.
5.4. TERMINATION UPON DEATH.
5.4.1 This Agreement, except for the provisions of Sections
8, 9, 11 and 12, shall terminate upon the death of
Executive, provided that Executive's Estate shall have
the right to receive, and Group shall be obligated to
pay or provide to Executive's Estate the following:
5.4.1.1 Executive's Estate shall immediately upon such
termination have the unconditional, unencumbered and
free right, title and interest in all shares of stock
of Group which were granted, sold or optioned (subject,
if Executive's Estate elects to exercise unexercised
rights, to the obligation to pay the option exercise
price or other purchase price to the extent theretofore
not paid) to Executive by Group at any time prior to
his death as if all restrictions imposed by Group had
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lapsed and all events necessary to vest in Executive
such rights, including the lapsing of time, had
occurred, and Group shall take all such actions as may
be necessary to release any then existing restrictions
imposed by Group and waive any rights to repurchase
such shares.
5.4.1.2 All of the benefits Group provides to its executive
employees as provided in Section 3.1.3 to the extent
such benefits are greater than those specified in this
Agreement;
5.4.1.3 A lump-sum payment equal to the Adjusted Salary in
effect at the date of death payable no later than sixty
(60) days after the date of death. To secure such
payment, Group may in its discretion maintain life
insurance on Executive's life payable to his Estate or
other beneficiary, which life insurance coverage shall
be in addition to the amount provided for pursuant to
the provisions of Section 3.1.3 above (or any life
insurance for which Executive pays premiums), and to
the extent benefits are paid pursuant to such insurance
coverage maintained by Group under this Section
5.4.1.3, Group's commitment under this Section 5.4.1.3
shall be satisfied; and
5.4.1.4 Accrued and Unpaid Salary and Expenses.
5.5. TERMINATION UPON DISABILITY.
5.5.1 This Agreement shall terminate if, by virtue of total
and permanent disability, Executive is unable to
perform his duties hereunder, provided that Executive's
(or his legal representative's) right to receive, and
Group's obligations to pay, amounts as a result of such
termination shall survive any such termination.
5.5.2 The determination that, by virtue of total and
permanent disability, Executive is unable to perform
his duties hereunder shall be made by a physician
chosen by Group and reasonably satisfactory to
Executive (or his legal representative). The cost of
such examination shall be borne by Group. Without
limiting the generality of the foregoing, unless
otherwise agreed, Executive shall be conclusively
presumed to be totally and permanently disabled
hereunder if for reasons involving mental or physical
illness or physical injury he fails to perform such
duties for a period of one hundred and eighty (180)
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consecutive calendar days or for any periods
aggregating one hundred and eighty (180) days or more
in any twelve (12) month period. For purposes of this
Section 5.5, the date of termination in the event of
such total and permanent disability shall be the
earlier of the date of such physician's examination
pursuant to which such determination is made or the
first business day after which such 180-day period has
expired.
5.5.3 In the event of such a termination as a result of
Executive's total and permanent disability, all
compensation hereunder shall terminate, Executive shall
immediately upon such termination have the
unconditional, unencumbered and free right, title and
interest in all shares of stock of Group which were
granted, sold or optioned (subject, if Executive or his
Estate elects to exercise unexercised rights, to his
obligation to pay the option exercise price or other
purchase price to the extent theretofore not paid) to
Executive by Group at any time prior to the effective
date of termination as if all restrictions had lapsed
and all events necessary to vest in Executive such
rights, including the lapsing of time, had occurred,
and Executive shall be entitled to and Group shall pay
to Executive the following:
5.5.3.1 Amounts at the rate of the Adjusted Cash Salary in
effect at the date of such termination, payable in the
manner specified in Section 3.1.1, for a period of
twelve (12) months following the date of such
termination at the rate of one-twelfth of such Adjusted
Cash Salary per month, LESS the amount of any
disability insurance proceeds actually paid to or for
the benefit of Executive (or his Estate) with respect
to such twelve (12) months following the date of
termination under any disability policy the premiums
for which have been paid by Group or any Affiliate.
During such twelve (12) months following termination of
this Agreement as a result of Executive's permanent and
total disability, Group shall maintain at Group's sole
expense the life insurance policies referred to in the
second sentence of Section 3.1.3. and in Section
5.4.1.3 if then in force and, in the event of
Executive's death during the twelve (12) months
following such termination, shall pay the death benefit
provided for in Section 5.4.1.3 notwithstanding the
prior termination of this Agreement as a result of
Executive's total and permanent disability, in addition
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to the life insurance benefits payable to the
beneficiaries of the policies referred to in Section
3.1.3 which shall be payable in the event of
Executive's death during such period of twelve (12)
months;
5.5.3.2 Medical, Dental and Life Insurance Coverage
Continuation for a period of one (1) year from the date
of termination;
5.5.3.3 Accrued and Unpaid Salary and Expenses;
5.5.3.4 Continuation of each of the medical, dental and other
benefits which Group provides to its permanently
disabled executive employees in accordance with Group's
then existing policy to the extent each benefit is
greater than that specified in this Section 5.5; and
5.5.3.5 Outplacement Benefits.
6. LETTER OF CREDIT. In order to assure Executive the prompt
payment of amounts due him under Section 5 of this Agreement,
Group agrees to continue to secure and to keep in place one or
more irrevocable letter(s) of credit from Fleet Bank of
Massachusetts, N.A. or another bank reasonably acceptable to
Executive in the initial amount of two and one-half (2 1/2)
times Executive's Adjusted Salary, in substantially the form of
Exhibit A, or upon other terms reasonably acceptable to
Executive, which shall allow Executive (or his legal
representative) to draw down amounts due him under Section 5 of
this Agreement upon certification by Executive (or his legal
representative) that payments are due him pursuant to this
Agreement. The amount of the letter(s) of credit shall be
adjusted at least annually to reflect changes in Executive's
salary, so that it shall at all times be at least two and
one-half (2 1/2) times the Adjusted Salary. In addition, the
letter(s) of credit (or a separate letter of credit) shall
include an amount which Group, in its reasonable judgment,
determines is necessary to secure Group's obligations under any
stock appreciation right plan or other equity-linked plan (other
than the ESOP), provided, however, that such amount need not
include any amount with respect to stock options, restricted
stock subject to repurchase rights, or any equity plan giving
Executive ownership of shares. An initial determination of the
amount necessary to secure such equity-linked obligations shall
be made on the date of grant to Executive of such equity-linked
right, and the amount shall subsequently be adjusted at least
annually to reflect the
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value on such date of such rights. A failure by Group to keep
such letter(s) of credit in effect, or to renew or to make
alternate arrangements to secure its obligations in the amount
required hereunder, by way of an escrow agreement, trust, or
other device, which arrangements shall be reasonably
satisfactory to Executive, at least thirty (30) days prior to
the expiration date of the letter(s) of credit or any such
alternate arrangement shall constitute an event of default under
this Agreement entitling Executive, after written notice to
Group and the passage of a ten (10) day cure period without such
default being cured, to all of the benefits accorded to him in
the event of a termination by Group without Good Cause after a
Change of Control pursuant to Section 5, without, however, the
requirement that Executive terminate his employment hereunder.
Group agrees to notify Executive within three (3) business days
of any failure or inability to maintain or renew such letter(s)
of credit or other device adopted pursuant to this Section.
Notwithstanding the foregoing, at the election of the Board of
Directors of Group by resolution of such Board with at least
two-thirds (2/3) of the then-serving Group directors who are
Group directors as of the date hereof voting in favor, the
obligation to maintain letter(s) of credit shall be relieved to
the extent amounts are contributed to a trust or trusts under
the terms of which such amounts are specifically earmarked as
security for payment of obligations under this Agreement and are
at all times at least two and one-half (2 1/2) times the
Adjusted Salary. Such trust or trusts may contain a provision
that its funds will be returned to Group so as to be available
to its general creditors in the event of the bankruptcy of
Group. Group agrees that it will not take any action to
prevent, hinder or delay the exercise by Executive of his rights
to exercise the security provisions provided in this Section 6
and, further, agrees to cooperate with Executive as may be
necessary to enable Executive to exercise and obtain the
benefits of such security provisions, in the absence of
fraudulent or unlawful conduct on the part of Executive with
respect to such exercise.
7. ADDITIONAL INSURANCE AT GROUP'S OPTION. Group, in its sole
discretion, may apply for and procure in its own name (whether
or not for its own benefit) policies of insurance insuring the
life of Executive in such amounts as Group may deem advisable,
in addition to insurance policies contemplated by Section 3.1.3
and Section 5.4.1.3. Executive shall have no right, title, or
interest in any such policies of insurance, except to the extent
his Estate or other persons are specifically named as
beneficiaries
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thereof. Executive agrees to submit to any medical or other
examination and to execute and deliver any applications or other
instrument in writing, reasonably necessary to effectuate such
insurance.
8. "GROSS-UP" PAYMENTS. Executive shall be paid an additional
amount ("Gross Up Payment") if any payments ("Payment Amounts")
made to him (or his Estate) by Group or any of its Affiliates,
under this Agreement or otherwise, are subject to the excise tax
imposed by Internal Revenue Code Section 4999 or any successor
Internal Revenue Code Section (the "Section 4999 Tax"). The
Gross Up Payment shall be computed so that Executive (or his
Estate) retains a net amount equal to the Payment Amounts after
deduction of any Section 4999 Tax on the Payment Amounts and any
Federal, state or local tax (including any Section 4999 Tax) on
the Gross Up Payment.
For the purposes of determining the amount of the Gross Up
Payment, Executive shall be deemed to pay Federal, State and
local income taxes at the highest marginal rate of taxation in
the calendar year in which the Payment Amounts are taxable to
him under Code Section 4999. State and local income taxes shall
be calculated based upon the state and locality of Executive's
domicile in said calendar year.
The determination of the amount of the Section 4999 Tax and
whether such Section 4999 Tax is payable shall be made by tax
counsel selected and paid for by Group and approved by
Executive. The Gross Up Payment shall be paid within thirty
(30) days of such computation and in no event (without written
consent of Executive) later than the last day of the calendar
year with respect to which the Section 4999 Tax is imposed.
If such determination is not finally accepted by the Internal
Revenue Service upon audit, then tax counsel (selected and paid
for under the above procedure) shall represent Executive in any
such audit or appeal process thereafter and compute appropriate
adjustments and additional Gross Up Payments as provided above,
after which Group shall pay Executive such adjustment, and Group
shall reimburse Executive for interest and other tax penalties,
if applicable.
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9. CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION.
9.1 Executive's agreements set forth in this Section 9 shall survive
the expiration or termination of this Agreement and the
termination of his employment with Group for any reason.
9.2 Executive acknowledges that irreparable injury would be caused
to Group by his breach of any of the provisions of this Section
9, and agrees that in the event of any such breach, Group and
any of its Affiliates, in addition to such other rights and
remedies as may exist in its favor, may apply to any court of
law or equity having jurisdiction to enforce the specific
performance of the provisions of this Section 9 and may apply
for injunctive relief against any act which would violate any
such provisions.
9.3 Executive recognizes that he now has knowledge of and/or may
hereafter gain knowledge of, confidential information, trade
secrets, confidential processes, confidential patentable or
unpatentable inventions or confidential "know how", including,
without limitation, techniques, formulae, designs, developments,
projects, technical information and manufacturing process and
distribution methods, relating to, or concerned with the
business of Group and its Affiliates prior to the termination of
this Agreement and their respective suppliers, customers,
stockholders, licensors, licensees, and other persons or
entities with which Group or its Affiliates has, has had, or may
in the future have any commercial, scientific or technical
relationship. During the term of this Agreement and at all
times following the termination of Executive's employment for
any reason, Executive will not, directly or indirectly, divulge,
furnish or make accessible to anyone (other than as required in
the regular course of his employment by Group or with the
consent of the Board of Directors) such information. The
prohibitions contained in this Section 9.3 shall not apply to
information which is (a) within the domain of the general
public; (b) generally known within the industry or industries in
which Group or its Affiliates is involved; or (c) independently
developed by Executive without utilization of confidential
information gained while in the employ of Group; provided that
Executive shall not have disclosed such information in violation
of this Agreement. All documents, records, apparatus, equipment
and other physical property furnished to Executive by Group or
any Affiliate of Group or produced by Executive or others in
connection with his services to Group or any such Affiliate
shall be and remain the sole property of Group. Executive will
return and deliver such property to Group as and when requested
by
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Group. Copies of documents and records may be kept, but shall
be kept completely confidential to the same extent as other
confidential information of Group. Executive shall return and
deliver all such property upon termination of his employment for
any reason, and Executive will not take with him any such
property or any reproduction of such property upon such
termination.
9.4 Any work or research or the results thereof, made or developed
by Executive, alone or in conjunction with others during the
term of his employment, including but without limitation, any
designs, patents, inventions, processes, know-how or formulae
created, invented or conceived during the period of his
employment by Group, whether during or out of the usual hours of
work, which arise out of or are related to the business,
research, or development work or field of operation of Group, or
any of its Affiliates, shall to the extent of Executive's
interest therein be the sole and exclusive property of Group,
shall be disclosed in writing to Group and to no other person,
unless so directed in writing by the Board of Directors, and
Executive hereby assigns to Group all and any rights which he
has or may acquire in the same. To this end, both during the
period of Executive's employment and at all times thereafter,
Executive agrees to execute all necessary papers, instruments
and documents properly required to effect such assignment to
Group or its nominee, to make application through Group's patent
attorney or general counsel at the expense of Group, for such
United States and foreign patents as may be specified from time
to time by Group on inventions, processes, or formulae which are
or become the property of Group hereunder, and to execute
assignments upon Group's request, for Executive's entire
interest in all such applications to Group or to its nominee
without compensation (other than his usual compensation as an
employee of Group) and Executive agrees to give Group and its
patent attorney or general counsel all reasonable assistance in
preparing such applications, descriptions, and illustrations of
each such invention, process, or formula and in connection with
proceedings relating thereto or to such other applications or
patents resulting therefrom; and further agrees to execute all
lawful papers considered necessary by Group and do all that
Group reasonably requests in order to protect Group's rights in
said inventions, processes, and formulae or to obtain patents
thereon, including, without limitation, continuations, reissues,
renewals, and extensions. It is further agreed that Executive's
obligations specified hereunder shall not expire with the
termination of this Agreement or his employment, but Group
agrees to pay
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Executive a reasonable amount for any time that Executive spends
in such work at Group's request after the termination of this
Agreement or his employment hereunder and agrees to reimburse
Executive for expenses reasonably or necessarily incurred in
connection with such work.
9.5 In consideration of his continued employment by Group, and the
other benefits accruing to him hereunder, and subject to the
fulfillment by Group of its obligations to Executive hereunder,
either directly or through draw-down under the letter(s) of
credit or other device established pursuant to Section 6,
Executive agrees that during the term hereof and for a period of
twelve (12) months following the date of termination of
Executive's employment pursuant to Section 5 provided that
Executive has received and is continuing to receive all payments
and benefits required to be paid and provided to him pursuant to
this Agreement (such period of employment and twelve (12) month
period being referred to in this Agreement as the
"Non-Competition Period"), he will not engage or participate,
directly or indirectly, within the United States of America or
Canada either as principal, agent, employee, employer,
consultant, stockholder, partner or in any other individual or
representative capacity whatever, in the conduct or management
of, or own any stock or other proprietary interest in, or debt
of, any business which shall be competitive with any business
which is or was conducted by Group or any Affiliate of Group,
while Executive was an employee of Group, unless he shall have
obtained the prior written consent of the Board of Directors,
and which consent shall make express reference to this
Agreement. Notwithstanding any other provision in this Section
9, Executive shall be free without such consent to make
investments, directly or indirectly, in the securities of any
publicly-owned entity if his ownership thereof is limited to not
more than three percent (3%) of the issued and outstanding
securities of any class of securities of such entity. Executive
acknowledges that his skills and experience are such that he can
anticipate finding employment at an executive level in a wide
variety of industries and represents and agrees that the
restrictions imposed by this Section 9 on employment are
necessary for the protection of the legitimate interests and
competitive position of Group and do not impose undue hardships
on Executive.
9.6 During the Non-Competition Period, Executive shall not, directly
or indirectly, solicit any officer, director,
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executive, employee or consultant of Group or any Affiliate of
Group to leave such employment or terminate such position.
10. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
10.1 "Accrued and Unpaid Salary and Expenses" shall mean such portion
of Executive's Adjusted Cash Salary as has accrued by virtue of
Executive's employment during the period prior to the date of
termination and has not yet been paid, together with any amounts
for expense reimbursement, vacation accruals and similar items
which have been properly incurred or accrued in accordance with
the provisions of this Agreement prior to the date of
termination and have not yet been paid.
10.2 "Adjusted Salary" shall mean the Adjusted Cash Salary plus an
amount equal to the amount of any salary increase(s) provided in
the form of restricted stock or stock options beginning on
January 1, 1995.
10.3 "Adjusted Cash Salary" shall have the meaning set forth in
Section 3.1.1.
10.4 "Affiliate" shall mean any corporation, joint venture, or other
business enterprise, whether incorporated or unincorporated,
which Group directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common
control with.
10.5 "Agreement" shall mean this Amended and Restated Employment
Agreement.
10.6 "Base Salary" shall have the meaning set forth in Section 3.1.1.
10.7 "Board of Directors" shall mean the Board of Directors of Group.
10.8 "Change of Control" shall mean and shall be deemed to have
occurred (i) if any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended), other than Group or any employee stock plan of Group,
is or becomes the beneficial owner, directly or indirectly, of
securities of Group representing fifteen percent (15%) or more
of the outstanding Common Stock of
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Group, or (ii) ten (10) days following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by any "person" of fifteen percent (15%) or more of
the outstanding Common Stock of Group, provided, however, that
at the conclusion of such ten (10) day period such person has
not discontinued or rescinded his intention to make such a
tender or exchange offer or (iii) if during any consecutive
twelve (12) month period beginning on or after the date hereof
individuals who at the beginning of such period were directors
of Group cease, for any reason, to constitute at least a
majority of the Board of Directors of Group; or (iv) if a merger
of, or consolidation involving, Group in which Group's stock is
converted into securities of another corporation or into cash
shall be consummated, or a plan of complete liquidation of Group
(whether or not in connection with a sale of all or
substantially all of Group's assets) shall be adopted and
consummated, or substantially all of Group's operating assets
are sold (whether or not a plan of liquidation shall be adopted
or a liquidation occurs), excluding in each case a transaction
solely for the purpose of reincorporating Group in a different
jurisdiction or recapitalizing Group's stock.
10.9 "Change of Control Notice" shall have the meaning set forth in
Section 5.2.3.
10.10 "Compensation Committee" shall mean the Compensation Committee
of the Board of Directors.
10.11 "Constructive Termination" shall be deemed to have occurred if
and when (i) Executive's Adjusted Salary is decreased below the
level in effect on the date of the last amendment of this
Agreement, or the aggregate Adjusted Salary and incentive
compensation or benefits available to be earned by Executive is
directly or indirectly reduced or eliminated, or the bonus
percentage applicable to Executive's participation in any
compensation or bonus plan or arrangement is reduced, without
Executive's consent, provided, however, that nothing herein
shall be construed to guarantee Executive's bonus awards if
performance is below applicable targets, or (ii) the importance
of Executive's job responsibilities is reduced without
Executive's consent, or (iii) a proposal is made to relocate
Executive to a location other than Nashua, New Hampshire or the
greater Boston, Massachusetts metropolitan area without his
consent.
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10.12 "Effective Date" shall have the meaning set forth in the first
paragraph of this Agreement.
10.13 "ESOP" shall mean the Ekco Group, Inc. Employees' Stock
Ownership Plan.
10.14 "Estate" shall mean Executive's estate, legal representative or
beneficiaries as the context so requires.
10.15 "Executive" shall mean the individual defined as such in the
first paragraph of this Agreement, and shall include the Estate
of such individual where the context so requires.
10.16 "Good Cause" shall mean and be limited to a material breach of
any of Executive's obligations under Section 1 or 9 hereof, or
any action by Executive during the term of this Agreement
involving willful malfeasance or gross (but not simple)
negligence on the part of Executive in a material respect.
Notwithstanding the foregoing, following a Change of Control,
"Good Cause" shall not be deemed to have occurred unless (a) the
conduct which is the basis for such material breach is either
willful or intentionally unlawful and (b) Executive shall not
have ceased such conduct and cured the effect thereof, if
curable, so that such breach shall no longer be material within
thirty (30) days after Executive shall have received written
notice from Group of Group's intention to terminate Executive's
employment for Good Cause, which notice shall specify in detail
the basis therefor.
10.17 "Gross-Up Payment" shall have the meaning set forth in Section
8.
10.18 "Group" shall mean Ekco Group, Inc., and its successors and
permitted assigns.
10.20 "Lump Sum Payment Amount" shall mean a cash amount payable in a
lump sum equal to the sum of (a) the Adjusted Salary in effect
immediately prior to the date of such termination, plus (b) the
maximum amount payable to Executive including all cash and the
value of all equity based options and grants of stock except for
equity based options and grants of stock issued pursuant to
Section 6.6 of the 1995 Plan (as defined below) (the value of
each stock option to be determined as of the grant date thereof
and the value of each grant of restricted stock to be determined
as of the date described hereinbelow by applying the
Black-Scholes model where applicable or another recognized form
of
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valuation if the Black-Scholes model is not applicable, with the
value ascribed by Group to each such stock option and grant of
restricted stock as of the aforementioned dates to be
conclusively presumed to be the value thereof) under all
compensation and bonus plans and arrangements identified in
Sections 3.1.2, 3.1.3 and 3.1.4 for the fiscal year in which the
date of the termination occurs, plus (c) the value of the
securities, cash or other property which were allocated to
Executive's account in the ESOP for the fiscal year immediately
preceding the fiscal year in which the date of termination
occurs (which shall be in addition to any distribution from the
ESOP to which he is entitled thereunder), which sum shall be
multiplied by the number of years specified in Sections 5.2.3.1,
5.2.4.1., 5.3.3.1.1 and 5.3.4.2.1, respectively. For purposes
of calculating the amount of clause (b), the maximum payable
under any plan shall generally be the maximum amount actually
allocated to Executive, or if no such allocation was made, the
amount, if any, specifically targeted for Executive. However,
for purposes of calculating the maximum payable under the 1995
Restatement of Incentive Compensation Plan for Executive
Employees of Ekco Group, Inc. and its Subsidiaries (the "1995
Plan") for purposes of clause (b), (i) the annual bonus amount
shall be the greatest of (x) the target award for the current
fiscal year, (y) the target award for the prior fiscal year and
(z) the amount of the award paid or payable with respect to the
prior fiscal year, and (ii) the number of shares of restricted
stock awarded as long-term incentive awards shall be equal to
the number of such shares most recently awarded to Executive as
a long-term grant pursuant to the 1995 Plan divided by the
number of blocks in such grant. Such shares shall be valued as
of the date utilized by Group to calculate the number of shares
issued to Executive, or if such date is not readily
ascertainable, the date of issuance of the shares. Attached
hereto and incorporated herein as Exhibit B is an example
("Example") detailing the calculation of the Lump Sum Amount
utilizing certain stated assumptions and including other
severance payments. The Example defines the manner and method
for this calculation and for other severance payments and shall
be followed in making severance payments hereunder.
10.20 "Medical, Dental and Life Insurance Coverage Continuation" shall
mean the continuation of the medical, dental and life insurance
coverage which Executive (including his family) shall have been
receiving from Group as of the earlier of the date of
Executive's termination and the date of notice of termination by
either Group or Executive, from the date of termination until
the earlier of (x) Executive's full-
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time employment by a third party who offers Executive at least
comparable benefits in the particular benefit category or (y)
the number of years or months specified in Sections 5.2.3.3,
5.3.3.1.3, 5.3.4.2.3 and 5.5.3.2, respectively, following such
date of termination. If and to the extentGroup is not able to
continue the applicable coverage of Executive under the terms of
such group policies or other policies providing coverage for
Executive, Group shall cooperate with Executive in any actions
which may be necessary to allow Executive, to the extent
possible, either (i) to buy such policy or (ii) to continue
insurance coverage with the insurer writing Group's applicable
group policy outside of Group's group plan or a substitute
reasonably satisfactory to Executive, and in such event, Group
shall pay to Executive 140% of the cost of such insurance
coverage, but in no event more than twice the cost of such
coverage allocable to Executive under the group or other policy
covering him prior to termination.
10.21 "Non-Competition Period" shall have the meaning set forth in
Section 9.5.
10.22 "Outplacement Benefits" shall mean outplacement services by a
professional outplacement firm of Executive's choosing at the
expense of Group, who shall engage such firm directly on behalf
of Executive, provided, however, that Group's liability with
respect to providing such services will be limited to one-half
of Executive's Adjusted Salary.
10.23 "Payment Amount" shall have the meaning set forth in Section 8.
11. ARBITRATION.
Except with respect to the provisions of Section 9, any dispute
or disagreement arising under or relating to the provisions of
this Agreement, or any breach thereof, including, without
limitation, relating to Section 1 hereof or to whether a
termination of Executive's employment was with Good Cause, shall
be resolved by binding arbitration in accordance with the
Commercial Rules of the American Arbitration Association or its
successor (except as set forth herein), and judgment upon the
award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. The decision of the
arbitrators shall be made by majority vote and be final and
absolute. In any such arbitration, one arbitrator shall be
selected by Group and one arbitrator shall be selected by
Executive. Each party shall have thirty (30) days from the
receipt by one
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party of a notice from the other party of submission to
arbitration to choose an arbitrator. A third arbitrator shall
be selected by the two (2) so chosen within ten (10) days of the
selection of the most recently selected of the two arbitrators
so chosen. Failing action within any of such periods by any
party or the arbitrators, any unappointed arbitrator or
arbitrators shall be appointed by the American Arbitration
Association (or its successor) upon application of any party or
arbitrator. The parties shall promptly furnish to the
arbitrators such information as the arbitrators may reasonably
request. The expenses of any arbitration proceeding shall be
paid by Group (including Executive's attorney's fees and
expenses) if Executive recovers any amount or otherwise obtains
relief in such proceeding and by Executive (including Group's
attorney's fees and expenses) if Executive initiated arbitration
and there is a specific finding that Executive's claim was
frivolous. In all other circumstances, the expenses of such
arbitration proceeding (not including attorney's fees and
expenses, each party to bear such party's own attorney's fees
and expenses) shall be divided equally. Arbitration shall take
place in Nashua, New Hampshire, or such other place on which the
parties shall agree. This Agreement and any arbitration
proceeding are subject to N.H.R.S.A. ch. 542.
12. GENERAL.
12.1 This Agreement is personal and shall in no way be subject to
assignment by Executive.
12.2 This Agreement shall be binding upon and shall inure to the
benefit of Group and its successors and assigns either by
merger, operation of law, consolidation, assignment, purchase or
otherwise of a controlling interest in the business of Group and
Executive, his heirs, executors, administrators, legal
representatives, and permitted assigns. Group agrees that a
successor in interest by merger, operation of law,
consolidation, assignment, purchase or otherwise of a
controlling interest in the business of Group will be informed
prior to such event of the existence of this Agreement. Group
shall require any successor (whether direct or indirect, by
purchase, merger, operation of law, consolidation, assignment or
otherwise of a controlling interest in the business, stock or
other assets of Group) to assume expressly and agree to perform
this Agreement. Failure of Group to obtain such assumption and
agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall
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entitle Executive to such compensation and benefits in the same
amount and on the same terms as he would be entitled hereunder
in the event of a termination without Good Cause after a Change
of Control, except that, for the purposes of implementation
hereof, the date on which any such succession becomes effective
shall be deemed to be the date on which Executive becomes
entitled to such compensation and benefits from Group.
12.3 The parties intend this Agreement to be enforced as written.
However, (i) if any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a duly
authorized court of competent jurisdiction, then the remainder
of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected
thereby, and each portion and provision of this Agreement shall
be valid and be enforceable to the fullest extent permitted by
law; and (ii) if any provision, or any part thereof, is held to
be unenforceable because of the duration of such provision or
the area covered thereby, Group and Executive agree that the
court making such determination shall have the power to reduce
the duration and/or area of such provision, and/or to delete
specific words and phrases ("blue-pencilling") and in its
reduced or blue-pencilled form such provision shall then be
enforceable and shall be enforced.
12.4 All notices and communications required or permitted to be given
hereunder shall be duly given by delivering the same in hand, by
reputable overnight delivery service or by depositing such
notice or communication in the mail, sent by certified or
registered mail, return receipt requested, postage prepaid, as
follows:
If sent to Group: Ekco Group, Inc.
00 Xxxx Xxxxx Xxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
Attention: Executive Vice
President, Secretary and
General Counsel
If sent to Executive: To Executive's
last address in
the records of Group
or such other address as either party furnishes to the other by
like notice.
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12.5 This Agreement constitutes the entire agreement and
understanding between the parties in relation to the subject
matter hereof. There are no promises, representations,
conditions, provisions or terms related thereto other than those
set forth in this Agreement. This Agreement supersedes all
previous understandings, agreements and representations between
Group and Executive regarding Executive's employment by Group,
written or oral. The parties hereto acknowledge the existence
of a certain Employment Agreement dated as of November 6, 1991,
as amended, between the parties hereto. Upon this Agreement
becoming effective, this Agreement shall replace, supersede and
be a substitute for the Restated Employment Agreement as so
amended.
12.6 All captions in this Agreement are intended solely for the
convenience of the parties, and none shall be deemed to affect
the meaning or construction of any provision hereof. Any
references in this Agreement to a section shall be deemed to
include all subsections of that section unless specifically
excluded.
12.7 No failure of Group or Executive to exercise any power reserved
to it or him, respectively, by this Agreement, or to insist upon
strict compliance by Executive or Group, respectively, with any
obligation or condition hereunder, and no custom or practice of
the parties at variance with the terms hereof, shall constitute
a waiver of Group's or Executive's right, as the case may be, to
demand exact compliance with any of the terms hereof. Waiver by
either party of any particular default by the other party hereto
shall not affect or impair the waiving party's rights with
respect to any subsequent default of the same, similar or
different nature, nor shall any delay, forbearance or omission
of either party to exercise any power or right arising out of
any breach or default by the other party of any of the terms,
provisions or covenants hereof, affect or impair its or his
right to exercise the same, nor shall such constitute a waiver
by Group or Executive, as the case may be, of any right
hereunder, or the right to declare any subsequent breach or
default and to terminate this Agreement prior to the expiration
of its term.
12.8 This is a New Hampshire contract and shall be construed under
and be governed in all respects by the law of the State of New
Hampshire.
12.9 Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other
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employment or otherwise, nor shall the amount of any payment
provided for herein be reduced by any compensation earned by
Executive as the result of employment by another employer or by
retirement benefits after the date of termination or otherwise,
except as specifically set forth herein.
12.10 No amendment or modification to this Agreement shall be
effective unless in writing and signed by both parties hereto.
This Agreement may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall
constitute but one agreement.
IN WITNESS WHEREOF, Group has caused this Agreement to be
executed and delivered by its duly authorized officer and its corporate seal to
be hereunto affixed and Executive has hereunto set his hand and seal as of the
day and year first written above in duplicate originals.
EKCO GROUP, INC.
By___________________________
______________________________
Executive
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EXHIBIT A
DOCUMENTARY CREDIT NO.________
DATE OF ISSUE __________ , 199__
ISSUING BANK: APPLICANT:
FLEET BANK OF MASSACHUSETTS, N.A. EKCO GROUP, INC.
(Address of Bank) 00 XXXX XXXXX XXXX
------------------------------ XXXXX 000
XXXXXX, XX 00000
------------------------------
ATTN:-------------------
------------------------------
ADVISING BANK: BENEFICIARY:
(Name & Address of Executive)
-----------------------------
-----------------------------
-----------------------------
ACCOUNTING/CURRENCY:
UP TO USD
--------------------
UP TO
------------------------
US DOLLARS
DATE AND PLACE OF EXPIRY:
, 199 AT THE
------------- --
ISSUING BANK
Dear Sir:
By the order of Ekco Group, Inc. we hereby open in your favor our Irrevocable
Credit for the account of Ekco Group, Inc. for a sum or sums not exceeding a
total of US $____________________________ (_________________________________ US
DOLLARS) available by your draft(s) at SIGHT on Fleet Bank of Massachusetts,
N.A.,__________________________, Massachusetts _________ effective
____________, 199__ and expiring at ______________________, Massachusetts on
______________, 199__.
Drafts must be accompanied by:
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1. The original Letter of Credit and any amendments thereto, if any.
2. Your signed statement as follows: "I certify that the amount of my
draft represents funds due me under Section _____ (insert section number) of a
certain Amended and Restated Employment Agreement dated as of ,
199__, between myself and Ekco Group, Inc., as such agreement may hereafter be
amended and/or restated, demand for payment has been made, and payment has not
been received by me from Ekco Group, Inc. or any other source."
Each draft must bear upon its face the clause: "Drawn under Letter of Credit
No. _____________, dated ________________ of Fleet Bank of Massachusetts, N.A."
We hereby agree with you that drafts drawn under and in compliance with the
terms of this Letter of Credit will be duly honored if presented to Fleet Bank
of Massachusetts, N.A. _________________________________ , on or before
(expiration date) ______________, 199__.
This Letter of Credit sets forth in full terms of our undertaking, and this
undertaking shall not in any way be modified, amended or limited by reference
to any document, instrument or agreement referred to herein or in which this
Letter of Credit is referred to or to which this Letter of Credit relates,
except for the certificate and the sight draft referred to herein and any such
reference shall not be deemed to incorporate herein by reference any document,
instrument or agreement, except for such certificate and such sight draft.
Communications with respect to this Letter of Credit shall be in writing and
shall be addressed to us, if by registered mail to Fleet Bank of Massachusetts,
N.A., _______________________, Massachusetts __________________, Attention:
________________, or if by courier to Fleet Bank of Massachusetts, N.A.,
______________________________________________, Massachusetts
__________________, Attention _________________________, specifically
referring to the number of this Letter of Credit.
Except so far as otherwise expressly stated herein, this Letter of Credit is
subject to the "Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication 500 and engages us in
accordance with its terms.
------------------------- -------------------------
Authorized Signature Authorized Signature
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[NAME OF EMPLOYEE] EXHIBIT B
ASSUMPTIONS:
------------
Termination on July 15, 1996. 1x or 2x severance benefit, as defined.
Current market value of common stock $15.000
-------
Adjusted cash salary $120,000
1995 salary increase 6,000
1996 salary increase 7,000
-----
Adjusted Salary 133,000
-------
Bonus:
Current year target award $ 50,000
Target award for prior fiscal year 25,000
Amount paid or payable for prior year 5,000
Note: Executive elected to take 5% of bonus in cash, 50% in
Restricted Stock and the balance in stock options.
Relocation - Executive is partially relocated when terminated.
Other: Executive participates in the Supplemental Executive Retirement Plan.
Executive is granted stock options and is offered and purchases Restricted Stock.
Executive participates in Employee Stock Purchase Plan, 401k and ESOP.
TERMINATION BY GROUP WITHOUT GOOD CAUSE
---------------------------------------
LUMP SUM PAYMENT AMOUNT: 1x 2x
-- --
ADJUSTED SALARY $133,000 $266,000
MAXIMUM PAYABLE UNDER 3.1.2
Greatest of this year's target, last year's
target or last year's actual award $50,000 50,000 100,000
Other-completion of relocation per
company policy 3,500 3,500
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MAXIMUM PAYABLE UNDER 3.1.3
Supplemental Executive Retirement Plan:
Increase in SERP value during severance period 15,600 21,300
MAXIMUM PAYABLE UNDER 3.1.4
Other compensation:
Other Executive bonus plans 0 0
Restricted stock purchase plans:
1995 grant 16,000
Number of years in cycle 5
Annualized grant 3,200
Market value on date of grant $ 7.500
-------
Value of restricted stock 24,000 24,000 48,000
-------
1996 grant 5,000
Number of years in cycle 5
Annualized grant 1,000
Market value on date of grant $ 8.000
-------
Value of restricted stock 8,000 8,000 16,000
-------
Stock option plans:
Grant this fiscal year 9,000
Black Scholes value at date of grant $ 3.50
-------
Value of option 31,500 31,500 63,000
Other-Employee Stock Purchase Plan:
# shares purchased this fiscal year 1,000
Current market value $15.000
-------
Value of stock 15,000
-------
benefit (15% discount from market) 2,250 2,250 4,500
Value of securities allocated to ESOP
account in previous fiscal year
Common shares allocated 863
Preferred shares allocated 1,423
Allocation of unvested forfeited shares 14
-------
Total shares allocated 2,300
Current market value $15.000
-------
Value of ESOP shares allocated 34,500
Dividends received not reflected
above 184
-------
Total value of ESOP securities 34,684 34,684 69,368
allocated
OTHER PAYMENTS:
Unpaid salary to date of termination 2,308 2,308
Accrued vacation-weeks 5
Weekly rate 2,308
-------
Total 11,538 11,538
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Unreimbursed expenses (if applicable)
Gross up payment (if applicable)
Total payment $316,380 $605,514
======== ========
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EKCO GROUP, INC.
----------------
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
-----------------------------------------
SCHEDULE
--------
Each of the following employees of the Company has an
Amended and Restated Employment Agreement with the Company which
is substantially identical in form to the foregoing Form of
Amended and Restated Employment Agreement except as to job title,
Base Salary and certain references to participation in Company
plans, and except in Xx. Xxxxxx'x Agreement the majority of
obligations are to be performed by Woodstream Corporation and his
life insurance benefit is a specified amount:
Name and Job Title Base Salary
------------------ -----------
Xxxxx X. Xxxxxx $176,528
President, Woodstream Corporation
Xxxxx X. XxXxxxxxx $113,700
Controller
Xxxxx X. Xxxxxxx $112,550
Associate General Counsel
& Assistant Secretary
30
