Exhibit 10(b)
[BLACK & XXXXXX LETTERHEAD]
April 21, 1999
By Hand Delivery
Xx. Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Xxx:
This letter states the Corporation's agreement with you concerning the
termination of your employment. It supersedes all prior agreements but does not
affect any benefits to which you may be entitled under any pension plan or
thrift plan.
1. Your resignation as Executive Vice President and an employee of the
Corporation and as an officer and director of any subsidiaries of the
Corporation will be effective today.
2. You will receive $500,000 per year payable in monthly installments
(less tax withholding) for a period of two years without regard to your earnings
from other employment, and for a period of one year you will receive the
benefits provided under Section 2.4 of the Corporation's Executive Salary
Continuance Plan (the "Plan"). In addition to the benefits provided under that
Section, the Corporation for a period of one year will provide the special
benefits heretofore provided for your son, Xxxxxx. The Corporation will also
provide outplacement services with an outplacement firm of your choice for a
period of six months from the date of this letter.
3. Your stock options will continue to vest as though your employment
had continued through December 31, 1999 as shown on the attached schedule, and
will remain exercisable for a period of three years from the date of this
letter. In addition, 35,000 of the 60,000 options that would have vested on
April 23, 2000 will vest on that date and remain exercisable for three years
from the date of this letter.
4. In addition to your obligations to maintain confidentiality and not
to compete set out in the Plan, you agree that (a) for a period of three years
from the date of this letter you will not solicit or hire or permit your
employer or any entity controlled by your employer to solicit or hire any person
who was an employee of the Corporation or a subsidiary of the Corporation at or
within 90 days prior to the date you left the Corporation's employ, or
encourage, advise, or assist (including acting as personal reference) any such
person to leave the employ of the Corporation or a subsidiary of the Corporation
or to seek other employment, and (b) for a period of two years, accept
employment with an entity that (i) is a customer (as defined in Exhibit A) of
the Corporation or a subsidiary of the Corporation or (ii) a competitor listed
on the schedule attached as Exhibit B, its successors or assigns, or an
affiliate of a competitor if thereby you would have any significant role in the
management of the competitor. Xxxxxx (a) notwithstanding, you may, without
violating that clause, hire your current secretary, Xxxxxx Xxxxxx, and you will
have reasonable access to her by telephone and by correspondence in connection
with your affairs so long as she remains in our employ.
5. You also agree that you will never disparage, orally or in writing,
privately or publicly, the Corporation, its subsidiaries, or its or their
officers, directors, employees or products.
6. You agree that if you violate any provision of this agreement, the
Corporation, in addition to seeking monetary relief for violation of this
agreement, shall be entitled to enjoin you from violating any provision of this
agreement. You also agree that your rights under this letter may be terminated
at any time if you have violated any of these provisions.
If you agree, please sign, date, and return one copy of this letter by
5:00 p.m. on Friday, April 23, 1999, and it will become binding on you and the
Corporation. If by that time I have not received a copy signed by you, this
proposal is withdrawn.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
Xxxxxx, April 23, 1999
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Stock Option Schedule
Stock options exercisable as of December 31, 1999:
Granted Number Price P/S
11/16/89 2,100 $21.6250
07/19/90 15,000 16.0000
12/09/93 50,000 20.5625
10/20/94 50,000 22.5625
07/20/95 100,000 31.0000
04/23/96 180,000 39.8750*
12/12/96 22,500 30.5000
12/11/97 25,000 38.0000
12/10/98 18,750 53.7187
----------------
*See letter agreement dated April 23, 1996 regarding this grant.
EXHIBIT A: Customers List
1. Warehouse Home Centers, such as Home Depot, Lowes, Hechingers,
Builders Square, Home Base.
2. Regional Home Centers.
3. Hardware Wholesalers, such as Ace, Tru-Serve.
4. Contractor Supply Companies, such as X. X. Xxxxxxxx, Acme
Electric.
5. Industrial Supply Companies, such as X. X. Xxxxxxxx, Xxxxxxx &
Xxxxxxx.
6. Mass Merchandisers, such as Wal-Mart, K-Mart, Sears.
EXHIBIT B: Competitors
American Saw & Manufacturing Co.
American Tool Co.
Atlas Copco; AEG; Milwaukee; Kango; Xxxxxx
Bosch/Skil; Qualcast
Electrolux
Xxxxxxx Electric
Hilti
Hitachi
Kennemetal
Makita
Metabo; Elecktra Beckum; EMC; Lurem
Oldham
Panasonic
Pentair; Xxxxxx Cable
Ryobi
Xxxxxxx
Xxxxxxx Works
Xxxxxxxx
Toro
Vermont American
