EXHIBIT 10.2
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT, is amended, made and restated as of
the 1st day of June, 2005, by and between OUTLOOK GROUP CORP., a Wisconsin
corporation ("OGC"), and Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx now serves as the non-employee, non-executive chairman
of the board of OGC and is compensated therefor as an independent contractor,
with compensation determined from time to time by the Compensation Committee of
the Board of Directors (the "Committee");
WHEREAS, OGC wishes to continue to incent Xxxxxxx to continue service
and participate actively in his capacity as Chairman of OGC until there occurs a
transaction which could involve a change in control of OGC; and
WHEREAS, OGC and Xxxxxxx wish to amend and restate Xxxxxxx'x existing
Change in Control Agreement to reflect changes in circumstances;
OGC AND XXXXXXX AGREE, for the consideration of the mutual promises and
agreements hereinafter set forth, as follows:
1. COMPENSATION: The compensation of Xxxxxxx for service as non-executive
chairman shall determined from time to time by the Committee at the
Committee's discretion. (For fiscal 2006, such amount has been set at
$50,000 per annum.) Xxxxxxx shall also receive fees as an outside
director for board membership and attendance.
EXPENSE REIMBURSEMENT. During the period of this agreement, Xxxxxxx
also shall be reimbursed for all of his reasonable and necessary
expenses actually incurred in the performance of service and duties for
OGC, in accordance with the general policy of OGC, authorized and
adopted from time to time. Xxxxxxx'x expenses shall be recorded on an
itemized expense account.
2. INDEPENDENT CONTRACTOR. Xxxxxxx shall not be an employee of OGC, and is
and shall remain an independent contractor. Xxxxxxx shall not be
entitled to any benefits of an employee of OGC. The parties also agree
and acknowledge that Xxxxxxx maintains other employment and in
connection therewith provides services to his employer and to other
persons and entities contracting with his employer.
3. TERM AND TERMINATION. Except as provided below in the case of Change in
Control, this agreement may be terminated by either party, at any time,
with or without cause or reason, upon thirty (30) calendar days written
notice being given to the other party of such termination
4. CHANGE IN CONTROL. In the event there is a Change of Control (as
defined below) of OGC which has occurred within the prior year or a
proposed change in control has been announced and remains pending, this
Agreement may not be terminated without the written consent of both
parties. In the event that one of the below listed events occurs
upon or within one year after a Change in Control, Xxxxxxx will then be
entitled to receive continued compensation, at the level in effect
immediately prior thereto, for a period of twenty-six (26) two-week
periods following the date in which the below listed event occurs.
Events referred to above:
a. This agreement or Xxxxxxx'x position with OGC is
terminated by OGC (or a successor thereto) for
reasons other than dishonesty or fraud which has an
adverse impact on OGC of not less than ten-thousand
dollars ($10,000) in aggregate.
x. Xxxxxxx terminates his arrangements as a result of
the occurrence of such a Change in Control.
A "Change in Control" shall be deemed to have occurred in the event
that (a) OGC sells over 50% of its business or assets in one or more
transactions over a consecutive 12-month period; (b) OGC merges or
consolidates with or into any other corporation or entity such that
OGC's shareholders prior to the transaction or transactions do not own
at least 50% of the surviving entity measured in terms of voting power;
(c) any person, entity or group shall become the beneficial owner of
such number of shares of Common Stock, and/or any other class of stock
of OGC then outstanding that is entitled to vote in the election of
directors (or is convertible into shares so entitled to vote), as
together possess more than 50% of the voting or dispositive power of
all of the then outstanding shares of all such classes of stock of OGC
so entitled to vote; or (d) otherwise constitutes a change in control
under OGC's 1999 Stock Option Plan. For purposes of the preceding
sentence, "person, entity or group" shall not include any employee
benefit plan of the Employer, and for these purposes "group" shall mean
persons who act in concert as described in Section 14(d)(2) of the 1934
Act.
5. MISCELLANEOUS.
a. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained
shall be valid unless in writing and duly executed by
all parties to this Agreement; and no evidence of any
waiver or modification shall be offered or received
in evidence in any proceeding, arbitration, or
litigation between the parties hereto arising out or
affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such
waiver or modification is in writing, duly executed
as aforesaid, and the parties further agree that the
provisions of this section may not be waived except
as herein set forth. This Agreement supercedes the
prior Change in Control Agreement between Xxxxxxx and
OGC.
b. All agreements and covenants contained herein are
severable, and in the event any of them shall be held
to be invalid by any competent court, this contract
shall be interpreted as if such invalid agreements or
covenants were not contained herein.
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c. The captions which are underlined at the beginning of
the paragraphs of this Agreement are chiefly for the
purpose of convenience and if the same be in conflict
with the text, the text shall control.
d. It is the intention of the parties hereto that this
Agreement shall be governed by its terms and
construed in accordance with and under and pursuant
to the internal laws of the state of Wisconsin.
e. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives.
f. All notices required under this Agreement shall be
duly given if delivered to the other party or mailed
postage prepaid to the respective party's last known
address. Notices shall be effective when personally
delivered, or when sent by telegram, or by mail when
sent by certified, registered, or regular mail and
deposited in the United States mail, postage prepaid,
and sent to the respective address of the other
party.
IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Change in Control Agreement on the date first above written and by so executing,
the parties acknowledge that they have read and fully understand all the terms
and conditions included in this Agreement and acknowledge receipt of an executed
copy of this Agreement.
OUTLOOK GROUP CORP.:
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, President
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