Exhibit 10(j)
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of
January 1, 1999 by and between Furniture Brands International,
Inc., a Delaware corporation ("Furniture Brands") and Xxxxxxx X.
Xxxxxxxx, Xx. ("Xxxxxxxx").
WHEREAS, Xxxxxxxx has been serving as Furniture Brands'
President and Chief Executive Officer since October 1, 1996 and
as Chairman of the Board of Directors since May 6, 1998; and
WHEREAS, Furniture Brands and Xxxxxxxx wish to enter into a
new Employment Agreement to supersede the existing Employment
Agreement dated as of October 1, 1996;
NOW THEREFORE, in accordance with the authority granted by
the Furniture Brands Board of Directors on January 29, 1999, and
for good and valuable consideration the parties covenant and
agree as follows:
1. Employment. Furniture Brands agrees to employ Xxxxxxxx
as Chairman of the Board, President and Chief Executive Officer
during the period beginning January 1, 1999 and ending December
31, 2000 (the "Employment Period"), subject to extension as
herein provided, and Xxxxxxxx agrees to serve Furniture Brands in
such capacities during the Employment Period, subject to the
direction and control of the Furniture Brands Board of Directors,
all upon the following terms:
a. during the Employment Period Xxxxxxxx will receive a base
salary of $925,000 per year and a target incentive bonus of 70%
of base salary under the Furniture Brands Executive Incentive
Plan, all subject to review by the Executive Compensation and
Stock Option Committee of the Furniture Brands Board of Directors
with respect to any extended term beyond December 31, 2000; and
x. Xxxxxxxx shall be entitled to participate in all
pension and welfare benefit plans, all incentive, savings and
retirement plans, practices, policies and programs applicable to
other key Furniture Brands executive employees.
Furniture Brands' failure, without Xxxxxxxx'x consent, to comply
with the terms and conditions of employment as set forth in this
Section 2 shall constitute "Good Reason" for Xxxxxxxx to
terminate his employment with Furniture Brands.
2. Post-Employment Benefits. In consideration of his
service to date and of the agreements set forth herein, beginning
at his age 65 Xxxxxxxx will be entitled to a payment of $1
million per year for three years, payable at the start of each
year. This payment will be made to Xxxxxxxx'x beneficiaries or
to his estate should he die before receiving the last of the $1
million annual payments.
3. Best Efforts. Xxxxxxxx agrees during the Employment
Period to devote his best efforts and substantially all of his
business time and attention to Furniture Brands' business.
Xxxxxxxx agrees he will perform such executive duties for
Furniture Brands and for Furniture Brands' subsidiaries relating
to its business as the Furniture Brands Board of Directors may
reasonably direct.
4. Term.
x. Xxxxxxxx may, in his discretion, and subject to the
approval of the Board of Directors, extend the Employment Period
for successive one year terms, beginning on January 1, 2001 and
each January 1 thereafter, by giving notice of such extension not
later than the October 1 which is 15 months prior to the end of
the then-expiring term. For example, Xxxxxxxx may extend the
Employment Period for the period January 1, 2001 through December
31, 2001 by giving notice thereof on or before October 1, 1999.
b. If Furniture Brands terminates Xxxxxxxx'x employment
before the end of the Employment Period other than for Cause (as
defined herein) or as a result of his death or Disability (as
defined herein), or if Xxxxxxxx terminates his employment with
Furniture Brands for Good Reason, then Furniture Brands will,
until the end of the Employment Period (i) pay to Xxxxxxxx as and
when normally payable his base salary as in effect on the date of
termination and an amount equal to the annual bonus he would have
received had he continued in the bonus plan at the participation
level in effect on the date of termination, and (ii) subject to
program eligibility requirements and continuation of programs by
Furniture Brands, continue his participation in the benefit plans
in which he was participating on the date of termination of
employment. In such event, Xxxxxxxx will also be entitled to the
post-employment benefits described in Section 2 hereof, as and
when payable. As used herein, the term "Cause" means (i) an act
or acts of personal dishonesty taken by Xxxxxxxx and intended to
result in his substantial personal enrichment at the expense of
Furniture Brands, (ii) Xxxxxxxx'x violations of this Agreement or
his employment obligations to Furniture Brands which are
demonstrably willful on Xxxxxxxx'x part and which are not
remedied within a reasonable period of time after receipt of
written notice from Furniture Brands, or (iii) Xxxxxxxx'x
conviction of a felony involving moral turpitude. As used
herein, the term "Disability" means the incapacity to attend to
and perform effectively one's duties and responsibilities which
continues for at least 26 weeks after its commencement, as
determined by a physician selected by Furniture Brands.
5. Split Dollar Insurance Policy. If Furniture Brands
terminates Xxxxxxxx'x employment before the end of the Employment
Period, other than for Cause or as a result of his death or
Disability, or if Xxxxxxxx terminates his employment with
Furniture Brands for Good Reason, then Furniture Brands will
continue to make premium payments until the end of the Employment
Period under any split dollar life insurance programs in effect
on Xxxxxxxx'x life as of the date of such termination, after
which Xxxxxxxx will be entitled to ownership of the policy or
policies and Furniture Brands will be entitled to premium
retrieval, all in accordance with the terms of the program, but
only to the extent of the cash value of the policy or policies,
and without recourse to Xxxxxxxx for the balance of any premium
retrieval.
6. Non-Competition. During the period ending one year
after receipt of the last of the payments provided for in
Sections 2 and 4 hereof, Xxxxxxxx shall not, without Furniture
Brands' prior written consent, directly or indirectly, own,
control, finance, manage, operate, join or participate in the
ownership, control, financing, management or operation of, or be
connected as an employee, consultant or in any other capacity
with, any business engaged in the manufacture or distribution of
residential furniture in the United States. Nothing in this
Section 6 shall, however, restrict Xxxxxxxx from making
investments in other ventures which are not competitive with
Furniture Brands, or restrict him from owning less than one
percent (1%) of the outstanding securities of companies listed on
a national stock exchange or actively traded in the "over-the-
counter" market. In addition, if Furniture Brands terminates the
Employment Period (other than for Cause) and Xxxxxxxx elects to
forego the payments called for in Sections 2 and 4 hereof, the
provisions of this Section 6 shall not apply. Should any of the
terms of this Section 6 be found to be unenforceable because they
are over-broad in any respects then they shall be deemed amended
to the extent, and only to the extent, necessary to render them
enforceable.
7. Confidentiality. During the Employment Period and at
all times thereafter, Xxxxxxxx shall maintain the confidentiality
of, and shall not disclose to any person (except as his duties as
a Furniture Brands employee may require) any non-public
information concerning Furniture Brands or its business.
8. Miscellaneous. This Employment Agreement shall be
binding upon and shall inure to the benefit of Xxxxxxxx'x heirs,
executors, administrators and legal representatives, and shall be
binding upon and inure to the benefit of Furniture Brands and its
successors and assigns. This Agreement shall supersede and stand
in place of any and all other agreements between Xxxxxxxx and
Furniture Brands or any of its subsidiaries regarding severance
pay and/or any and all severance pay benefits pursuant to any
Furniture Brands plan or practice, and in particular supersedes
that Employment Agreement dated August 1, 1996 between Xxxxxxxx
and Action Industries, Inc. and that Employment Agreement dated
as of October 1, 1996 between Xxxxxxxx and Furniture Brands.
This Employment Agreement shall take effect as of the day and
year first above set forth, and the laws of the State of Missouri
shall govern its validity, interpretation, construction and
performance.
9. Indemnification. In the event either party hereto is
required to pursue litigation against the other party to enforce
his or its rights hereunder, the prevailing party in any such
litigation shall be entitled to reimbursement of the costs and
expenses of such litigation, including attorney's fees.
10. Waivers. In consideration of the undertakings of
Furniture Brands set forth in this Agreement, Xxxxxxxx hereby
irrevocably waives and forever releases any and all claims and
causes of action of any nature whatsoever Xxxxxxxx has or may
have against Furniture Brands or any of its officers, directors,
employees or agents arising out of the negotiation, execution,
delivery or terms of this Agreement, including, without
limitation, any claims arising under the Age Discrimination in
Employment Act, 29 U.S.C. S.S. 21 et seq., and any state or local law
relating to age discrimination.
11. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to its subject matter, and
no waiver, modification or change of any of its provisions shall
be valid unless in writing and signed by the party against whom
such claimed waiver, modification or change is sought to be
enforced.
IN WITNESS WHEREOF, the parties hereto have each executed
this Agreement the date set forth below.
FURNITURE BRANDS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxxxxxxx
-----------------------------------
Vice-President
XXXXXXX X. XXXXXXXX, XX.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Exhibit 10(p)
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into on January 1, 1999
(the "Effective Date") by and between Broyhill Furniture Industries, Inc., a
North Carolina corporation ("Broyhill") and Xxxxxx X. Xxxxxxxx ("Xxxxxxxx").
WHEREAS, Xxxxxxxx is now and has been employed by Broyhill in a senior
management executive position and is broadly experienced in all facets of
Broyhill's operations; and
WHEREAS, it is in the best interests of Broyhill to assure that it will
have Xxxxxxxx'x continued dedication;
NOW THEREFORE, for good and valuable consideration and in order to induce
Xxxxxxxx to remain in the employ of Broyhill, the parties covenant and agree
as follows:
1. Definitions. The following terms shall have the following
meanings for purposes of this Agreement.
a. "Cause" means (i) an act or acts of personal dishonesty taken by
Xxxxxxxx and intended to result in Xxxxxxxx'x substantial personal
enrichment at the expense of Broyhill, (ii) violations by Xxxxxxxx of
this Agreement or of his employment obligations to Broyhill which are
demonstrably willful on his part and which are not remedied within a
reasonable period of time after receipt of written notice from Broyhill,
or (iii) Xxxxxxxx'x conviction of a felony involving moral turpitude.
b. "Disability" means the incapacity to attend to and perform
effectively one's duties and responsibilities which continues for at
least 26 weeks after its commencement, as determined by a physician
selected by Broyhill.
c. "Employment Period" that period beginning on the Effective Date
and ending upon Xxxxxxxx'x retirement or earlier termination of
employment.
2. Employment. Broyhill agrees to employ Xxxxxxxx, and Xxxxxxxx
agrees to serve Broyhill in an executive, managerial and supervisory capacity,
subject to the direction and control of the Board of Directors of Broyhill,
all upon the terms and conditions hereinafter set forth. During the
Employment Period:
x. Xxxxxxxx'x position (including, without limitation, status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects
with the most significant of those held, exercised and assigned at any
time during the 90-day period immediately preceding the Effective Date,
x. Xxxxxxxx'x services shall be performed at the location where the
he is employed on the Effective Date, or at any office or location not
more than thirty-five (35) miles from such location,
x. Xxxxxxxx shall continue to receive an annual base salary at least
equal to the annual base salary payable to him by Broyhill on the
Effective Date ("Base Salary"),
x. Xxxxxxxx shall continue to have an annual cash bonus potential,
either pursuant to the Broyhill Executive Incentive Plan in effect on the
Effective Date or pursuant to a similar incentive compensation plan of
Broyhill, at least equal to the level in existence on the Effective Date
("Annual Bonus"), and
x. Xxxxxxxx shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and programs
applicable to other key executive employees of Broyhill ("Benefit
Plans").
The failure of Broyhill, without Xxxxxxxx'x consent, to comply with the terms
and conditions of employment as set forth in this Section 2 shall constitute
"Good Reason" for the termination by Xxxxxxxx of his employment with Broyhill.
3. Best Efforts. Xxxxxxxx agrees during the Employment Period to
devote his best efforts and substantially all of his business time and
attention to the business of Broyhill, it being agreed that he will have
complied with this obligation if he devotes to the business of Broyhill his
same best efforts and the same time and attention to the business of Broyhill
that he has devoted to the business of Broyhill during the four months next
preceding the Effective Date. Xxxxxxxx agrees that he will perform such other
executive duties for Broyhill and for Broyhill's subsidiaries relating to its
business as the Board of Directors of Broyhill may reasonably direct.
4. Term. Subject to the provisions of Sections 4 and 5 of this
Agreement, either party shall have the right to terminate the Employment
Period at any time. If Broyhill terminates Xxxxxxxx'x employment, other than
for Cause or as a result of his death or Disability, or if Xxxxxxxx terminates
his employment with Broyhill for Good Reason, then Broyhill will, for a period
of one year after the termination date (or, if shorter, until Xxxxxxxx reaches
"Normal Retirement Age" (as such concept is used in the primary retirement
plan in which Xxxxxxxx is a participant on the Effective Date)), (i) pay to
Xxxxxxxx as and when normally payable his Base Salary as in effect on the date
of termination and an amount equal to the average Annual Bonus received by him
for the past three years prior to termination, or since the commencement of
his employment with Broyhill, whichever period is the shorter (or a pro-rated
portion of such average Annual Bonus), and (ii) subject to program eligibility
requirements and continuation of programs by Broyhill, continue his
participation in the Benefit Plans in which he was participating on the date
of termination of employment.
5. Split Dollar Insurance Policy. If Broyhill terminates Xxxxxxxx'x
employment other than for Cause or as a result of his death or Disability, or
if Xxxxxxxx terminates his employment with Broyhill for Good Reason, then
Broyhill will continue to make premium payments for so long as Broyhill is
making payments to Xxxxxxxx under Section 4 hereof under any and all split
dollar life insurance programs in effect on Xxxxxxxx'x life as of the
Effective Date, after which Xxxxxxxx will be entitled to ownership of the
policy and Broyhill will be entitled to premium retrieval, all in accordance
with the terms of the program, but only to the extent of the cash value of the
policy, and without recourse to Xxxxxxxx for the balance of any such premium
retrieval.
6. Non-Competition. During the period commencing on the Effective
Date and while employed by Broyhill, and for a period of one year after
termination of employment, Xxxxxxxx shall not, without the prior written
consent of Broyhill, directly or indirectly, own, control, finance, manage,
operate, join or participate in the ownership, control, financing, management
or operation of, or be connected as an employee, consultant or in any other
capacity with, any business engaged in the manufacture or distribution of
residential furniture in the United States. Nothing in this Section 6 shall,
however, restrict Xxxxxxxx from making investments in other ventures which are
not competitive with Broyhill, or restrict him from owning less than one
percent (1%) of the outstanding securities of companies listed on a national
stock exchange or actively traded in the "over-the-counter" market. In
addition, if Broyhill terminates the Employment Period (other than for Cause)
and Xxxxxxxx elects to forego the payments called for in Sections 4 and 5
hereof, the provisions of this Section 6 shall not apply. Should any of the
terms of this Section 6 be found to be unenforceable because they are over-
broad in any respects then they shall be deemed amended to the extent, and
only to the extent, necessary to render them enforceable. Both parties
stipulate that money damages would be inadequate to compensate for any
breaches of the terms of this Section 6, and that such terms shall be
enforceable through appropriate equitable relief, without the necessity of
proving actual damages and to an equitable accounting of all earnings,
profits, and other benefits arising from such violation, which rights shall be
cumulative and in addition to any other rights and remedies to which Broyhill
may be entitled.
7. Confidentiality. During the Employment Period and at all times
thereafter, Xxxxxxxx shall maintain the confidentiality of, and shall not
disclose to any person (except as his duties as an employee of Broyhill may
require) any non-public information concerning Broyhill or its business.
8. Miscellaneous. This Employment Agreement shall be binding upon
and shall inure to the benefit of Xxxxxxxx'x heirs, executors, administrators
and legal representatives, and shall be binding upon and inure to the benefit
of Broyhill and its successors and assigns. This Agreement shall supersede
and stand in place of any and all other agreements between Xxxxxxxx and
Broyhill regarding severance pay and/or any and all severance pay benefits
pursuant to any plan or practice of Broyhill. This Employment Agreement shall
take effect as of the day and year first above set forth, and its validity,
interpretation, construction and performance shall be governed by the laws of
the State of North Carolina.
9. Indemnification. In the event that either party hereto is
required to pursue litigation against the other party to enforce his or its
rights hereunder, the prevailing party in any such litigation shall be
entitled to reimbursement of the costs and expenses of such litigation,
including attorney's fees.
10. Waivers. In consideration of the undertakings of Broyhill set
forth in this Agreement, Xxxxxxxx hereby irrevocably waives and forever
releases any and all claims and causes of action of any nature whatsoever that
he has or may have against Broyhill or any of its officers, directors,
employees or agents arising out of the negotiation, execution, delivery or
terms of this Agreement, including, without limitation, any claims arising
under the Age Discrimination in Employment Act, 29 U.S.C. S.S. 21 et seq.,
and any state or local law relating to age discrimination.
11. Entire Agreement. This Agreement contains the entire agreement
of the parties with respect to its subject matter, and no waiver, modification
or change of any of its provisions shall be valid unless in writing and signed
by the party against whom such claimed waiver, modification or change is
sought to be enforced.
IN WITNESS WHEREOF, the parties hereto have each executed this Agreement
the date set forth below.
BROYHILL FURNITURE
INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxxxxxxx
-----------------------------
Vice-President
Agreed to and Approved:
FURNITURE BRANDS XXXXXX X. XXXXXXXX
INTERNATIONAL, INC.
By: /s/ X.X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- -------------------------------
Chairman of the Board
Exhibit 10(r)
AGREEMENT NOT TO COMPETE
In consideration of the January 29, 1999 grant by the Executive Compensation
and Stock Option Committee of Performance-Based Options under the Furniture
Brands International 1992 Stock Option Plan,
(1) I accept such options upon the terms contained in the Option
Grant and Plan document, and
(2) I agree that during my employment by Furniture Brands or any
of its subsidiaries and for a period of one year after
termination of employment, I will not, without the prior
written consent of Furniture Brands, directly or indirectly,
participate in the ownership, control, financing,
management, or operation of, or be connected as an employee,
consultant or in any other capacity with, any other business
engaged in the manufacture or distribution of residential
furniture or distribution of residential furniture in the
United States.
This agreement shall not restrict me from making investments in other ventures
which are not competitive with Furniture Brands or restrict me from owning
less than one percent (1%) of the outstanding securities of companies listed
on a national stock exchange or actively traded in the "over-the-counter"
market.
I stipulate that money damages would be inadequate to compensate for any
breaches of the terms of this agreement, and that such terms shall be
enforceable through appropriate equitable relief, without the necessity of
proving actual damages. I understand that the terms of this agreement remain
in effect whether or not I realize actual value from the option grant. Should
litigation arise respecting the enforcement or validity of this agreement, the
prevailing party will be entitled to recovery of all attorneys fees incurred
in pursuit or defense of that action.
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Date Please print or type full name
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Signature
Agreed and Accepted:
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Furniture Brands International, Inc.
By Xxxx Xxxxxxxxxxxx, Vice-President
and Secretary
