Exhibit 10.1
SILGAN HOLDINGS INC.
Xxxxxxx X. Xxxxxx 0 Xxxxxxxx Xxxxxx
President and Chief Executive Officer Xxxxx 000
Xxxxxxxx, XX 00000
October 1, 2007
Xx. Xxxx X. Xxxxxxxx
3N446 Xxxxx Xxxxxxx Xxxxxx Xxxx
Xx. Xxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth the terms of your employment with Silgan Holdings
Inc. ("Silgan") and replaces in its entirety any other employment agreement you
may have with Silgan or any of its subsidiaries.
You will be employed on a full-time at will basis by Silgan, serving as its
Executive Vice President, Operations and reporting to the Chief Executive
Officer of Silgan. Additionally, you will serve as an officer of subsidiaries of
Silgan as directed.
While you are employed by Silgan, as compensation for your services, Silgan
will pay you a salary at an annual rate of $400,000. Your salary shall be
payable to you in accordance with the prevailing payroll practices (including
the withholding of taxes) of Silgan. Your annual salary shall be subject to
increase at the discretion of the Compensation Committee of the Board of
Directors of Silgan.
While you are employed by Silgan, you shall also be eligible to receive an
annual bonus for each year (pro rated for 2007), payable in the following year
in accordance with Silgan's practices (including the withholding of taxes), in
an amount up to a maximum of thirty percent (30%) of your salary paid for that
year. Your bonus for any year shall be payable to you on the same basis that an
annual bonus is payable to the Chief Executive Officer of Silgan for such year
under the Silgan Holdings Inc. Senior Executive Performance Plan. For 2007, a
bonus in an amount equal to the applicable maximum amount is payable to the
Chief Executive Officer of Silgan under and based on such plan if Silgan
achieves EBITDA (as defined in such plan) of at least the amount of EBITDA of
Silgan for 2006. It is acknowledged that you remain eligible to receive an
annual bonus for 2007 (pro rated to the date hereof) under the applicable bonus
plan of Silgan White Cap Americas LLC that you had participated in prior to the
date hereof, all in accordance with and pursuant to such bonus plan.
During your employment with Silgan, you will be entitled to (i) receive
health and welfare benefits that are made available generally to employees of
Silgan, with the full cost for such benefits to be borne by you, and (ii) to
participate in the 401(K) savings plan that other employees of Silgan
participate in, subject to the rules and policies thereof, except that you will
not be entitled to any matching contributions in respect of
Xx. Xxxx X. Xxxxxxxx October 1, 2007
your contributions to such 401(K) savings plan. You will also be entitled to
paid vacation in accordance with the policies of Silgan. Additionally, with
respect to your relocation to join Silgan you shall be entitled to receive
relocation benefits in accordance with the relocation policy of Silgan
Containers Corporation applicable for its officers, as well as a settling in
allowance of up to $150,000.
Other than as set forth above, you shall not be entitled to participate in
any other benefit plans of, or receive any other benefits from, Silgan or any of
its subsidiaries, including, without limitation, under any pension plan, except
that you shall be entitled to also participate in and receive benefits under any
stock option, restricted stock or other stock based compensation plan in which
other officers of Silgan participates. You agree to execute such waivers and
other documents that Silgan shall require to acknowledge that you are not
entitled to participate in any such other benefits plans of, or receive any such
other benefits from, Silgan or any of its subsidiaries, including, without
limitation, under any pension plan. For your information, the Compensation
Committee of the Board of Directors of Silgan has approved the grant to you in
2008 of 10,000 restricted stock units under the Silgan Holdings Inc. 2004 Stock
Incentive Plan, subject to the attainment by Silgan of certain performance
criteria, which restricted stock units will vest ratably over a five year period
beginning one year from the date of grant and will carry with them the right to
dividend equivalents (all as provided in the Silgan Holdings Inc. 2004 Stock
Incentive Plan and the applicable restricted stock unit agreement therefor).
In the event that your employment with Silgan is terminated without cause
by Silgan, you will be entitled to receive a lump sum severance payment in an
amount equal to the sum of (i) your annual salary at such time plus (ii) your
annual bonus, calculated at thirty percent (30%) of your annual salary at such
time, as further provided in the Officer Agreement between Silgan and you dated
the date hereof.
Please acknowledge your agreement with the foregoing by signing a copy of
this letter below.
Very truly yours,
SILGAN HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
Acknowledged and agreed:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
