EXHIBIT 10.16
EXPLANATORY NOTE
THE OBLIGATIONS OF XXXX PLASTICS, INC. UNDER THE AMENDED
AND RESTATED EMPLOYMENT AGREEMENT BELOW, WHICH IS BEING FILED AS EXHIBIT
10.16 TO THE REGISTRATION STATEMENT, HAS BEEN ASSUMED BY CONSOLIDATED
CONTAINER HOLDINGS LLC AND CONSOLIDATED CONTAINER COMPANY LLC UNDER THE
ASSUMPTION AGREEMENT DATED AS OF JULY 2, 1999 AMONG XXXX PLASTICS HOLDINGS,
INC., CONSOLIDATED CONTAINER HOLDINGS LLC AND CONSOLIDATED CONTAINER COMPANY
LLC.
* * * * * *
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), made
as of September 15, 1998, by and between XXXX PLASTICS, INC., a Delaware
corporation (the "Company"), and B. XXXXXX XXXXX ("Executive").
RECITALS
WHEREAS Executive and the Company have entered into an
employment agreement dated October 15, 1997 (the "Prior Agreement");
WHEREAS the parties hereto wish to amend and restate the Prior
Agreement as provided herein;
WHEREAS Executive is willing to continue his employment with
the Company and perform services for the Company, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT.
1.1 Subject to the terms and conditions of this Agreement, the
Company agrees to employ Executive during the Term (as hereinafter defined) as
its (a) President and Chief Executive Officer or (b) Chairman of the Board of
Directors ("Chairman"). In the capacity as President and Chief Executive Officer
or Chairman, Executive shall report to the Company's Board of Directors (the
"Board"). As President and Chief Executive Officer of the Company, Executive
shall have the customary powers, responsibilities and authorities of presidents
and chief executive officers of corporations of the size, type and nature of the
Company, as it exists
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from time to time, as well as those assigned by the Board. As Chairman,
Executive shall have the powers, responsibilities and authorities assigned by
the Board. Executive shall be provided with secretarial and other support
personnel and an office as are reasonably necessary for him to carry out his
duties and responsibilities hereunder.
1.2 Subject to the terms and conditions of this Agreement,
Executive hereby accepts employment as the Company's President and Chief
Executive Officer commencing, for both positions, on the date of the closing
(the "Closing Date") of the transaction contemplated in the Master
Reorganization Agreement, dated as of October 10, 1997, as amended, by and
between Vestar Xxxx LLC ("Vestar Xxxx") and Xxxx Plastics Holdings, Inc. (the
"Reorganization Agreement"). Executive agrees to devote his full working time
and efforts, to the best of his ability, experience and talent, to the
performance of services, duties and responsibilities in connection with his
acting as President and Chief Executive Officer or Chairman of the Company.
Executive shall perform such duties and exercise such powers, commensurate with
his positions as the President and Chief Executive Officer or Chairman of the
Company, as the Board shall from time to time delegate to him on such terms and
conditions and subject to such restrictions as such Board may reasonably from
time to time impose.
1.3 Nothing in this Agreement shall preclude Executive, so
long as in the reasonable determination of the Board such activities do not
materially interfere with his duties and responsibilities hereunder, from
engaging in charitable and community affairs or from serving as a member of the
boards of directors of up to two companies which are not involved in the
purchase, sale, lease, management of or other dealing in any property or the
rendering of any service purchased, sold, leased, managed, dealt in or rendered
by any of Xxxx Plastics Holdings, Inc. and its subsidiaries.
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1.4 Except for routine travel incident to the business of the
Company, Executive shall perform his duties and obligations under this Agreement
from an office provided by the Company which is located within a 25 mile radius
of Arcadia, California.
1.5 So long as Executive is an executive officer or Chairman
of the Company or any of its subsidiaries, Vestar Xxxx shall, and shall cause
each of its transferees which it controls to, vote its shares of voting stock of
the Company to have Executive elected to the Board. Executive agrees that he
shall accept such election and shall not receive any additional compensation
therefor.
2. TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement shall commence on the Closing Date and, subject to the terms
hereof, shall terminate on the earlier of (i) the fifth anniversary of the
Closing Date (the "Termination Date") or (ii) the termination of Executive's
employment pursuant to Section 6 of this Agreement; PROVIDED, HOWEVER, that any
termination of employment by Executive (other than for death or Permanent
Disability or as otherwise provided herein) may only be made upon 90 days prior
written notice to the Company; PROVIDED, FURTHER, that this Agreement will be
automatically renewed and the Term extended for up to two additional one-year
periods commencing on the fifth and/or sixth anniversaries of the Closing Date,
respectively (a "Special Renewal"), so long as a Liquidity Event or Subsequent
Event may subsequently occur and result in the payment of a Xxxxx Contingent
Section 2.4 Payment, Xxxxx Deferred
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Compensation or a Xxxxx Special Bonus (as each such term is defined in the
Reorganization Agreement, as amended) (PROVIDED, that (i) any such one-year
Special Renewal period shall terminate immediately on the first date on which
there is no longer a possibility that a Liquidity Event or Subsequent Event may
subsequently occur and result in the payment of a Xxxxx Contingent Section 2.4
Payment, Xxxxx Deferred Compensation or a Xxxxx Special Bonus and (ii) the
Agreement thereupon shall expire unless (x) the notice referred to in the next
proviso has not been timely given and the Agreement is renewed pursuant to such
proviso or (y) prior to such termination of any Special Renewal period each of
Executive and the Company delivers written notice that it wishes to extend the
Term, in which case the Term shall be extended to the date mutually agreed upon
by Executive and the Company in such written notices); and PROVIDED, FURTHER,
that this Agreement shall be automatically renewed and the Term extended for
additional one-year periods commencing on (x) the fifth anniversary of the
Closing Date or (y) in the event of a Special Renewal, the expiration or
termination of the relevant Special Renewal period, and on each anniversary date
thereafter, unless the Company or Executive provides 90 days' prior written
notice in accordance with Section 8 before the end of such initial five-year
term or any one-year renewal period (any reference to the "Term" of this
Agreement will include the initial five-year term and any additional one-year
periods for which this Agreement is renewed, excluding the portion of any
one-year Special Renewal period subsequent to a termination date referred to in
clause (i) of the preceding proviso).
3. COMPENSATION.
3.1 SALARY. The Company shall pay Executive a salary (the
"Salary") at the rate of (a) $650,000 per annum for the period commencing on the
beginning of Executive's term of employment hereunder and ending on September
14, 1998 and (b) $250,000 per annum for the period commencing on September 15,
1998 and ending on the expiration of the Term; PROVIDED, that Executive shall
have the right to require the Company to increase his Salary (and to implement a
parallel reduction of payments pursuant to Section 2.4(a)(i)(2) of the
Reorganization Agreement, as amended) to the extent that the Company is
prohibited, by contract or otherwise,
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from making all or any portion of the payments to Executive pursuant to Section
2.4(a)(i)(2) of the Reorganization Agreement, as amended (it being understood
that, unless the Salary shall have been increased in accordance with the second
succeeding sentence, the sum of the Salary and payments to Executive pursuant to
Section 2.4(a)(i)(2) of the Reorganization Agreement, as amended, shall at no
time exceed $650,000 per annum); and PROVIDED, FURTHER, that in the event of a
Special Renewal, Executive's Salary for the ensuing one-year Special Renewal
period shall be no more than $250,000 per annum (or, if Executive continues to
be employed as Chief Executive Officer of the Company during such one-year
Special Renewal period, the Salary Executive was receiving immediately prior to
such Special Renewal). The Salary shall be payable in accordance with the
ordinary payroll practices of the Company. Any increase in the Salary shall be
in the discretion of the Board (subject to the proviso to the second preceding
sentence and to Section 2(a)(ii) of the Agreement dated as of the date hereof
among Executive, the Company, Xxxx Plastics Holdings, Inc., Vestar Xxxx, ING
Equity Partners, L.P. I and Xxxx X. Xxxxx (the "Xxxxx Settlement Agreement")
and, as so increased, shall constitute "Salary" hereunder. Salary may not be
reduced below (a) $650,000 per annum prior to September 14, 1998 and (b) subject
to the proviso to the third preceding sentence and to Section 2(a)(ii) of the
Xxxxx Settlement Agreement, $250,000 per annum thereafter.
3.2 ANNUAL BONUS. In addition to his Salary, Executive shall
be eligible to participate in the Company's annual bonus plan (the "Bonus")
during the Term based on performance criteria determined by the Board in its
sole discretion. Executive's Bonus, if any, shall be calculated as if
Executive's Salary was $400,000 per annum.
3.3 COMPENSATION PLANS AND PROGRAMS. Executive shall be
eligible to participate in any compensation plan or program maintained by the
Company in which other
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senior executives of the Company participate on terms comparable to those
applicable to such other senior executives.
4. EMPLOYEE BENEFITS.
4.1 EMPLOYEE BENEFIT PROGRAMS, PLANS AND PRACTICES. The
Company shall provide Executive during the Term with coverage under all employee
pension and welfare benefit programs, plans and practices (commensurate with his
positions in the Company and to the extent permitted under any employee benefit
plan) in accordance with the terms thereof, which the Company makes available to
its senior executives.
4.2 VACATION AND FRINGE BENEFITS. Executive shall be entitled
each year to vacation for a period of five (5) weeks, during which time his
Salary shall be paid in full. In addition, Executive shall be entitled to the
lease of a Mercedes-Benz S-class sedan or an equivalent automobile and the
expenses associated with driving and maintaining the vehicle, including
insurance and a cellular telephone, will be paid by the Company; PROVIDED,
HOWEVER, that the total cost of such lease shall be commensurate with the
Company's past practice. Executive shall also be entitled to the other
perquisites and fringe benefits made available to senior executives of the
Company, commensurate with his position with the Company, which shall include
membership dues not in excess of an aggregate of $15,000 per annum for clubs and
civic and professional organizations.
4.3 INDEMNIFICATION. The Directors Indemnification Agreement,
dated as of March 3, 1995, by and among Xxxx Plastics Holdings, Inc., Xxxx
Intermediate Holdings, Inc., the Company and Executive is and shall remain in
full force and effect. If the Company provides any officer or director of the
Company with indemnification rights more favorable then those
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rights provided to Executive pursuant to the aforementioned Directors
Indemnification Agreement, the Company shall grant such rights to Executive.
5. EXPENSES. Executive is authorized to incur reasonable costs
and expenses in carrying out his duties and responsibilities under this
Agreement, including, without limitation, expenses for travel and similar items
related to such duties and responsibilities. The Company will reimburse
Executive for all such expenses upon presentation by Executive from time to time
of appropriately itemized and approved (consistent with the Company's policy)
accounts of such expenditures.
6. TERMINATION OF EMPLOYMENT.
6.1 TERMINATION NOT FOR CAUSE OR FOR GOOD REASON. (a) The
Company may terminate Executive's employment at any time for any reason. If
Executive's employment is terminated by the Company, other than for Cause (as
defined in Section 6.4(b) hereof) or as a result of Executive's death or
Permanent Disability (as defined in Section 6.2 hereof), or if Executive
terminates his employment for Good Reason (as defined in 6.1(c) hereof), in each
case prior to the expiration of the Term, Executive shall receive such payments,
if any, under applicable plans or programs, including but not limited to those
referred to in Section 3.3 hereof, to which he is entitled pursuant to the terms
of such plans or programs. In addition, Executive shall be entitled to receive
an amount (the "Termination Amount") equal to the Salary otherwise payable over
the remainder of the Term (PLUS, in the event of a Special Renewal commencing on
the fifth anniversary of the Closing Date and a termination of Executive's
employment prior to the sixth anniversary of the Closing Date (and so long as
there is a possibility that a Liquidity Event or Subsequent Event may
subsequently occur and result in the payment of a Xxxxx Contingent Section 2.4
Payment, Xxxxx Deferred Compensation or a Xxxxx Special Bonus), an
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amount equal to one year of Salary) PLUS the amounts otherwise payable to
Executive pursuant to Section 2.4(a)(i)(2) of the Reorganization Agreement, as
amended; PROVIDED, that in the event of a payment pursuant to this Section
6.1(a) of amounts otherwise payable under Section 2.4(a)(i)(2) of the
Reorganization Agreement, as amended, the amounts payable in Section
2.4(a)(i)(2) of the Reorganization Agreement, as amended, shall be reduced to
zero. The Termination Amount shall be payable, at the option of Executive,
either (x) in monthly installments over the remainder of the Term or (y) in a
single cash lump sum equal to the present value of the payments referred to in
clause (x), discounted to present value using an 8.0% interest rate per annum;
PROVIDED, that in no event shall Executive receive a single lump sum payment (i)
of more than $1 million in any one fiscal year from the acceleration of payments
otherwise payable pursuant to Section 2.4(a)(i)(2) of the Reorganization
Agreement, as amended or (ii) of amounts due to Executive upon termination of
Executive's employment during a Special Renewal period; and PROVIDED, FURTHER,
that any monthly installments of amounts due to Executive upon termination of
Executive's employment during a Special Renewal period shall immediately cease
on the first date on which there is no longer a possibility that a Liquidity
Event or Subsequent Event may subsequently occur and result in the payment of a
Xxxxx Contingent Section 2.4 Payment, Xxxxx Deferred Compensation or a Xxxxx
Special Bonus. In addition, Executive shall be entitled to receive (x) a single
cash lump sum payment (the "Compensation Payment") in respect of compensation
earned but not yet paid (including any deferred Bonus payments and payments for
vacation accrued but not used as of the date of such termination); PROVIDED,
that the calculation for accrued but unused vacation shall be made as if
Executive's Salary was $650,000 per annum; and PROVIDED, FURTHER, that in no
event shall Executive receive more than the sum of $3.25 million (other than in
respect of accrued but
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unused vacation or an increase in Salary pursuant to Section 3.1) between
October 15, 1997 and October 15, 2002 as a result of payments of Salary pursuant
to the terms of this Agreement and payments pursuant to Section 2.4(a)(i)(2) of
the Reorganization Agreement, as amended), and (y) continued coverage for the
remainder of the Term under any employee medical, disability and life insurance
plans in accordance with the respective terms thereof (unless such coverage is
provided by Executive's subsequent employer). The Company shall also pay or
reimburse Executive for all reasonable and necessary out-of-pocket expenses not
in excess of $10,000 in the aggregate incurred by Executive for outplacement
services selected by Executive until the earlier of (i) the first anniversary of
the date of termination of employment hereunder or (ii) the date on which
Executive commences employment with another employer.
(b) The Compensation Payment (and, if the Termination Amount
is paid in a lump sum, the Termination Amount) shall be paid by the Company to
Executive within 30 days after the termination of Executive's employment by
cashier's or certified check payable to the order of Executive or by wire
transfer to an account specified by Executive; PROVIDED, that if the Termination
Amount is paid in a lump sum, and the portion of the Termination Amount which is
attributable to acceleration of amounts otherwise payable to Executive pursuant
to Section 2.4(a)(i)(2) of the Reorganization Agreement, as amended, exceeds $1
million, then such excess amount shall be paid by the Company to Executive on
the first anniversary of such lump sum payment by cashier's or certified check
payable to the order of Executive or by wire transfer to an account specified by
Executive.
(c) For purposes of this Agreement, "Good Reason" shall mean
any of the following (without Executive's express prior written consent):
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(i) Any material breach by the Company of any provision
of this Agreement, including any material reduction or alteration by
the Company of Executive's duties or responsibilities (except in
connection with the termination of Executive's employment for Cause, as
a result of Permanent Disability, as a result of Executive's death or
by Executive other than for Good Reason (it being understood that the
removal of Executive from any position or positions with the Company,
or a reduction or alteration in Executive's duties in connection with
such removal, shall not constitute Good Reason if Executive is offered
by the Company the position of Chief Executive Officer, with the
customary powers, responsibilities and authorities of chief executive
officers of corporations of the size, type and nature of the Company,
or Chairman or, if the Company is not controlled by Vestar Xxxx or any
of its affiliates, Vice Chairman of the Board); or
(ii) A reduction by the Company in Executive's Salary.
6.2 PERMANENT DISABILITY. If the Executive suffers a
"permanent and total disability" within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended ("Permanent Disability"), the Company
or Executive may terminate Executive's employment on written notice thereof, and
Executive shall receive or commence receiving, as soon as practicable:
(i) a monthly payment, for the remainder of the Term,
equal to the excess of: (a) one-twelfth of the Salary over (b) the
monthly benefits (increased to reflect the pre-tax equivalent of such
benefits (assuming Executive to be in the highest applicable tax
brackets) had such benefits been paid to the Executive as compensation,
such calculations creating the "Pre-Tax Equivalent") payable pursuant
to the terms of a disability insurance policy or similar arrangement
which the Company maintains during the Term;
(ii) the Compensation Payment;
(iii) such payments under applicable plans or programs,
including but not limited to those referred to in Section 3.3 hereof,
to which he is entitled pursuant to the terms of such plans or
programs; and
(iv) continued coverage for the remainder of the Term
under any employee medical plan in accordance with the terms thereof.
6.3 DEATH. In the event of Executive's death during the Term
Executive's estate or designated beneficiaries shall receive or commence
receiving, as soon as practicable:
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(i) the excess of: (a) the Salary payable over the
remainder of the Term over (b) the Pre-Tax Equivalent of any death
benefits provided under the employee benefit programs, plans and
practices referred to in Section 4.1 hereof, in accordance with their
terms;
(ii) the Compensation Payment; and
(iii) such payments under applicable plans or programs,
including but not limited to those referred to in Section 3.3 hereof,
to which Executive's estate or designated beneficiaries are entitled
pursuant to the terms of such plans or programs.
6.4 VOLUNTARY TERMINATION BY EXECUTIVE; DISCHARGE FOR CAUSE.
(a) The Company shall have the right to terminate the employment of Executive
for Cause. In the event that Executive's employment is terminated by the Company
for Cause, as hereinafter defined, or by Executive other than for Good Reason or
other than as a result of Executive's Permanent Disability or death, prior to
the Termination Date, Executive shall only be entitled to receive the
Compensation Payment and Executive shall not be entitled, among other things, to
the payment of any Bonus in respect of all or any portion of the fiscal year in
which such termination occurs. After the termination of Executive's employment
under this Section 6.4, the obligations of the Company under this Agreement to
make any further payments (except for the Compensation Payment and the payment
of insurance premiums pursuant to Section 6.1(a)), or provide any benefits
specified herein, to Executive shall thereupon cease and terminate.
(b) As used herein, the term "Cause" shall be limited to (i)
willful malfeasance or willful misconduct by Executive in connection with his
employment, (ii) continuing refusal by Executive to perform his duties hereunder
or any lawful direction of the Board as required under Section 1.2, after notice
of any such refusal to perform such duties or direction was given to Executive,
(iii) any breach of the provisions of Section 12 of this Agreement by Executive
or any other material breach of this Agreement by Executive or any breach by
Executive of the Non-
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Competition Agreement entered into between Executive and the Company on the date
hereof (the "Noncompetition Agreement") or (iv) the commission by Executive of
(a) any felony or (b) a misdemeanor involving moral turpitude. Termination of
Executive pursuant to this Section 6.4 shall be made by delivery to Executive of
a copy of a resolution duly adopted in good faith by the affirmative vote of not
less than a majority of the Directors at a meeting of the Board called and
held for the purpose (after 30 days prior written notice to Executive and
reasonable opportunity for Executive to be heard before the Board prior to such
vote), finding that in the reasonable judgment of such Board, Executive was
guilty of conduct set forth in any of clauses (i) through (iv) above and
specifying the particulars thereof.
7. MITIGATION OF DAMAGES. Executive shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking other employment or otherwise after the termination of his employment
hereunder.
8. NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:
To the Company:
Xxxx Plastics, Inc.
00000 Xxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxx, XX 00000
Attn: Chief Executive Officer and
Chief Operating Officer
with copies to:
Xxxxx X. Xxxxxx, Managing Director
Vestar Capital Partners
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
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and
Xxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
To Executive:
Mr. B. Xxxxxx Xxxxx
0000 Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
with a copy to:
Xxxxxx X. Xxxxxxxxx, Esq.
Xxxxxx, Xxxxx & Bockius
000 Xxxxx Xxxxx Xxxxxx - 22nd Fl.
Xxx Xxxxxxx, XX 00000
Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third business day after the
actual date of mailing shall constitute the time at which notice was given.
9. SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. Each party shall bear the
costs of any legal fees and other fees and expenses which may be incurred in
respect of enforcing its respective rights under this Agreement.
10. ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the heirs and representatives of Executive and the assigns and
successors of the Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable
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or otherwise subject to hypothecation by Executive (except by will or by
operation of the laws of intestate succession) or by the Company, except that
the Company may assign this Agreement to any successor (whether by merger,
purchase or otherwise) to all or substantially all of the stock, assets or
businesses of the Company, if such successor expressly agrees to assume the
obligations of the Company hereunder.
11. AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.
12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. (a) Prior to
the fifth anniversary of the termination of Executive's employment with any of
the Company and its affiliates, Executive shall not, without the prior written
consent of the Company, use, divulge, disclose or make accessible to any other
person, firm, partnership, corporation or other entity any Confidential
Information pertaining to the business of the Company or any of its affiliates,
except (i) while employed by the Company, in the business of and for the benefit
of the Company, or (ii) when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the Company, or by any administrative body or legislative body
(including a committee thereof) with jurisdiction to order Executive to divulge,
disclose or make accessible such information. For purposes of this Section
12(a), "Confidential Information" shall mean non-public information concerning
the financial data, strategic business plans, product development (or other
proprietary product data), customer lists, marketing plans and other non-public,
proprietary and confidential information of the Company and its affiliates or
customers, that, in any case, is not otherwise available to the public (other
than by Executive's breach of the terms hereof).
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(b) Executive agrees that any breach of the covenants
contained in this Section 12 or in the Noncompetition Agreement would
irreparably injure the Company. Accordingly, Executive agrees that the Company
may, in addition to pursuing any other remedies it may have in law or in equity,
obtain an injunction against Executive from any court having jurisdiction over
the matter restraining any further violation of this Section 12 by Executive.
13. BENEFICIARIES; REFERENCES. Executive shall be entitled to
select (and change, to the extent permitted under any applicable law) a
beneficiary or beneficiaries to receive any compensation or benefit payable
hereunder following Executive's death, and may change such election, in either
case by giving the Company written notice thereof. In the event of Executive's
death or a judicial determination of his incompetence, reference in this
Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.
14. SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 14 are in addition to the survivorship provisions of
any other section of this Agreement.
15. GOVERNING LAW. This Agreement shall be construed under and
governed by the laws of the State of California applicable to contracts made and
to be performed therein.
16. EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding between the Company or any
affiliate of the Company and Executive regarding Executive's employment,
including, but not limited to, the Prior Agreement, but excluding the
Noncompetition Agreement and the Xxxxx Settlement Agreement.
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17. WITHHOLDING. The Company shall be entitled to withhold
from payment any amount of withholding required by law.
18. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which will be deemed an original.
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IN WITNESS WHEREOF, the parities hereto have executed this
Agreement as of the date first written above.
XXXX PLASTICS, INC.
By: /s/ B. XXXXXX XXXXX
----------------------
Name: B. Xxxxxx Xxxxx
Title: CEO
/s/ B. XXXXXX XXXXX
-------------------------
B. XXXXXX XXXXX
Acknowledged and agreed with respect to Section 1.5 only:
VESTAR XXXX LLC
By: VESTAR CAPITAL PARTNERS III, L.P.
Its: Managing Member
By: VESTAR ASSOCIATES III, L.P.
Its: General Partner
By: VESTAR ASSOCIATES CORPORATION III
Its: General Partner
By: /S/ XXXXX X. XXXXXX
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
