Exhibit 10.27
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of June 1, 2000, by and between Remington
Products Company L.L.C., a Delaware limited liability company (the "Company")
and Wilan van den Xxxx, residing in the U.K. ("Executive"). This agreement
supersedes and replaces the previous employment agreement ("Previous Agreement")
between the Company and the Executive dated 21 September 1998.
WITNESSETH:
WHEREAS, the Company desires to retain Executive to serve it in the
capacity of Executive Vice President International and to perform services on
its behalf in said position;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contain, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Employment
The Company agrees to cause Remington Consumer Products Ltd ("Remington
UK"), its wholly owned UK subsidiary, to employ Executive and Executive agrees
to serve Remington UK and the Company on the terms and conditions set forth
herein.
2. Term
This Agreement shall be for a period of one year and shall be automatically
renewed for successive periods of one year unless Executive gives notice to the
Company at least 30 days prior to the expiration of the initial term or any
renewal term.
3. Position and Duties
a. Executive shall serve as Executive Vice President International of the
Company and shall perform such duties normally associated with such
position, as well as such duties and services as may be reasonably
prescribed from time to time by the President of the Company.
Executive shall perform such duties to the best of his ability and in
a diligent and proper manner.
b. Except during vacations and period of illness, Executive shall, during
the term of this Agreement, devote all of his business time and
attention to the performance of services for the Company, Remington
U.K. and Remington's other International operations. The Executive
shall cooperate reasonably in any sale of the Company, IPO or similar
transaction.
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4. Compensation and Related Matters
a. Salary. During the period of Executive's employment hereunder,
Remington UK shall pay to Executive an annual base salary in UK pounds
equal to US $275,000, as of the first day of this agreement, payable
in accordance with the normal payroll practices of Remington UK. It is
understood and agreed that the foregoing salary shall be allocated as
follows: 30% to Executive's duties with respect to the UK operation,
50% to Executive's duties with respect to the other international
operations and 20% to Executive's duties with respect to the Company.
b. Welfare and Retirement Benefits. Executive shall be entitled to
continue to participate in all of Remington UK's employee pension
plans, welfare benefit plans, including medical and group insurance
plans, or other welfare or retirement benefits or arrangements, which
the Executive joined as part of the previous agreement, and in which
executive officers of Remington UK are entitled generally to
participate, on the same basis as other executive employees.
Furthermore, the Executive shall continue to participate in Remington
UK's defined benefit pension plan, which he joined under the previous
agreement.
To the extent that existing U.K. schemes did not fully provide the
same benefits as in place for other executive officers of Remington
U.K., additional schemes were put in place under the previous
agreement in order to ensure the same benefits were made available to
the Executive. Participation in these schemes will continue under this
agreement.
c. Bonus/Incentive Compensation
i. The Executive shall be included in the Company's bonus plan for the
fiscal year that commenced on January 1, 2000 with a target bonus of
60% of annual base salary. The amount of the actual bonus, including
when paid, etc., will be in accordance with all of the provisions of
the bonus program as announced to all executive employees. The
Executive shall be included in the Company's bonus plan in each
subsequent fiscal year during the term of the Agreement in accordance
with the terms of each such bonus plan.
ii. In addition the Executive will receive each year an expatriate
allowance of $50,000 payable in February. For the first year the
payment will be pro-rata the length of service in 2000 covered by this
agreement. This allowance will not be included for the purpose of
calculating pension or severance.
iii. The Executive shall participate in the Company's Phantom Equity
Program by having allocated to him 0.5% pursuant to the terms of the
Time Based Phantom Equity Agreement, 0.4% pursuant to the terms of the
Performance Based Phantom Equity Agreement and 0.1% pursuant to the
terms of the Super Performance Based Phantom Equity Agreement. A copy
of each such agreement is attached hereto as Exhibits A, B and C.
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d. Business Expenses Executive shall be shall be reimbursed from
Remington UK for all reasonable and necessary business related
expenses incurred by Executive in performing services hereunder;
provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Remington UK from time to time.
e. Automobile Remington UK shall, as covered by previous agreement,
provide Executive with an automobile of quality in keeping with the
position of Executive Vice President. Expenses associated with the
automobile will be paid for in line with current policies and
practices applicable to all senior executive of Remington UK.
5. Termination Executive's employment hereunder may be terminated under the
following circumstances:
a. Death. Executive's employment shall automatically terminate upon his
death.
b. Disability. If Executive is unable to timely and regularly perform his
duties hereunder due to physical or mental illness, injury or
incapacity, as determined by the President of the Company in good
faith, based on medical evidence acceptable to him (a "Disability")
and such Disability continues for a period of six consecutive months,
them notwithstanding anything to the contrary contained in this
Agreement, the Company may terminate Executive's employment hereunder.
A return to work for less than thirty consecutive days during any
period of Disability shall not be deemed to interrupt the running of
(and shall be included in) the aforementioned six-month period.
c. Cause. Executive's employment hereunder may be terminated at any time
for cause. For purposes of this Agreement, "Cause" shall mean a
termination of employment of the Executive by the Company or any
subsidiary due to (i) the commission by Executive of an act of fraud
or embezzlement (including the unauthorized disclosure of confidential
or proprietary information of the Company or any of its subsidiaries
which results in financial loss to the Company or any of its
subsidiaries), (ii) the commission by Executive of a felony, (iii)
Executive's willful misconduct as an employee of the Company or any of
its subsidiaries which is reasonably likely to result in material
injury or financial loss to the Company or any of its subsidiaries,
(iv) Executive's willful failure to render services to the Company or
any of its subsidiaries in accordance with Executive's employment
which failure amounts to a material neglect of Executive's duties to
the Company or any of its subsidiaries, or (v) a willful material
breach by Executive of the covenants in the last sentence of Section
3(a), Section 3(b) and Sections 8 and 9 hereof.
d. Termination Without Cause. The Company may at any time terminate the
Executive for any reason and, except for the amounts payable pursuant
to Section 6 hereof, Executive shall have no claim against the Company
under this Agreement or otherwise by reason of such termination.
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6. Compensation Upon Termination
a. If Executive's employment is terminated by the Company pursuant to
Section 5(d), then Executive shall be entitled to receive the
Severance Benefit during the Severance Term in lieu of any further
salary and other payments to Executive for periods subsequent to the
date of termination. Any bonus or other incentive compensation
payments to Executive for periods subsequent to the date of
termination shall be pursuant to and in accordance with the terms of
the applicable bonus or incentive plan; provided, however, that if the
termination occurs at any time during 1999, Executive shall receive
the guaranteed minimum specified in Section 4(c)(i) or the amount
payable in accordance with the terms of the applicable bonus plan,
whichever is greater. During the Severance Term, Executive shall be
entitled to participate in all Company benefit plans to the extent
that Executive participated therein on the date of termination, to the
extent the Company's plans permit.
b. If Executive's employment terminates for any reason other than
pursuant to Section 5(d), Executive's compensation and benefits shall
cease upon the date of such termination.
c. If the Company elects not to renew this Agreement after any twelve
month period, the Executive shall be entitled to receive the Severance
Benefit during the Severance Term in lieu of any other payments to
Executive for the period subsequent to the date of the expiration of
this Agreement. . Any bonus or other incentive compensation payments
to Executive for periods subsequent to the date of termination shall
be pursuant to and in accordance with the terms of the applicable
bonus or incentive plan. During the Severance Term, Executive shall be
entitled to participate in all Company benefit plans to the extent
that Executive participated therein on the date of termination, to the
extent the Company's plans permit.
d. For purposes of this Agreement, "Severance Term" shall mean the twelve
(12) month period commencing on the effective date of the termination.
"Severance Benefit" shall mean the salary that would have been payable
from the effective date of termination through the end of the
Severance Term based upon the base salary in effect on the effective
date of termination.
e. The Severance Benefit shall be paid during the Severance Term in the
same manner and on the same dates that the salary would have been
payable had Executive not been terminated.
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f. Executive understands and agrees that the Severance Benefit shall be
reduced (i) by any sums payable to Executive pursuant to any severance
or termination pay program maintained by the Company, Remington UK or
required by law and (ii) by an amount equal to 75% of any compensation
earned by Executive during the Severance Terms.
7. Taxes
Remington UK shall deduct from all amounts payable under this Agreement all
taxes required by law to be withheld with respect to such payments.
8. Confidentiality
Executive acknowledges that the information, observations and data obtained
by him while employed under the terms of this Agreement concerning the business
or affairs of the Company and its subsidiaries which are not available to the
public, customers, suppliers and competitors of the Company and its subsidiaries
which are in the nature of trade secrets, are proprietary or the disclosure of
which could reasonably be expected to cause a financial loss to the Company, or
otherwise have a material adverse effect on the Company ("Confidential
Information") are the property of the Company or such subsidiary. Therefore,
Executive agrees that he shall not disclose to any unauthorized person or use
for his own account any Confidential Information without the prior written
consent of the Company, unless and to the extent that the aforementioned matters
have become generally known to and available for use by the public other than as
a result of Executive's acts or omissions to act. Executive shall deliver to the
Company at the termination of employment, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) relation to the
Confidential Information, work product or the business of the Company or any of
its subsidiaries which he may then possess or have under his control.
9. Non-Compete, Non-Solicitation
a. Executive agrees that during the time he is employed by the Company
and during the Severance Term, he shall not directly or indirectly
own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business that competes anywhere
with the business which is competitive with the Business (as defined
herein) of the Company or its subsidiaries, or take any action
inconsistent with the Executive's fiduciary relationship as an officer
or employee of the Company. "Business" means the sale and distribution
of consumer products which constitutes more than 5% of the Company's
revenues during any of the last three fiscal years of Executive's
employment or such shorter period, if applicable. Nothing herein shall
prohibit Executive from owning not more than 5% of the outstanding
stock of any class of a company which is publicly traded, so long as
Executive has no active participation in the business of such company.
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b. Executive shall not directly or indirectly through another entity (i)
induce or attempt to induce any Senior Executive of the Company or its
subsidiaries to leave the employ of the Company or such subsidiary, or
in any way interfere with the relationship between the Company or its
subsidiaries and any Senior Executive thereof, (ii) hire any person
who was a Senior Executive of the Company or its subsidiaries at any
time during Executive's employment with the Company until the first
anniversary of the termination of Executive's employment, or(iii) for
a one year period after the termination of employment, induce or
attempt to induce any customer, supplier, licensee or other business
relation of the Company or its subsidiaries to cease doing business
with the Company or its subsidiaries, or in any way interfere with the
relationship between any such customer, supplier, licensee or business
relation and the Company or its subsidiaries. "Senior Executive" shall
mean any employee of the Company or any subsidiary with significant
managerial responsibility over material areas of the business of the
Company or such subsidiary, including, but not limited to, financial,
marketing, sales, distribution or manufacturing.
c. If, at the time of enforcement of this Section 9, a court or
arbitrator shall hold that the duration, scope or area restrictions
stated herein are unreasonable under circumstances then existing, the
parties agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration,
scope or area and that the court or arbitrator shall be allowed to
revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law.
d. In the event of the breach or a threatened breach by Executive, of any
of the provisions of Section 10 or this Section 11, the Company, in
addition and supplementary to other rights and remedies existing in
its favor, may apply to any court of law or equity of competent
jurisdiction for specific performance or injunctive or other relief in
order to enforce or prevent any violations of the provisions hereof
(without posting a bond or other security).
10. SUCCESSORS; BINDING AGREEMENT
a. This Agreement shall be binding upon and inure to the benefit of the
Company and any successor of the Company, including, any corporation
acquiring directly or indirectly all or substantially all of the
membership Units, business or assets of the Company, whether by
merger, restructuring, reorganization, consolidation, sale or
otherwise (and such successor shall thereafter be deemed the (Company)
for the purposes of this Agreement). Each of the Company's
subsidiaries are hereby acknowledged to be third-party beneficiaries
with respect to the provisions of Sections 10 and 11 hereof and shall
be entitled to enforce such provisions as if they were parties hereto.
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b. This Agreement and all rights of Executive hereunder shall inure to
the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Executive should die while any
amounts would be still payable to him hereunder if he had continued to
live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to Executive's
devisee, legatee, or other beneficiary or, if there be no such
beneficiary, to Executive's estate.
11. NOTICE
For the purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered or (unless otherwise
specified) when mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Executive:
---------------
Xxxxxxxxxx Xxxxx
Xxx Xxxxxx
Xxxxxxxxx
Xxxxxx
X.X.
If to the Company:
-----------------
Remington Products Company
00 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
12. SURVIVORSHIP
The respective rights and obligations of the parties hereunder, including
the rights and obligations set forth in Sections 6, 7, 8, 9, 10 and 11 of this
Agreement, shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. In
addition, the terms of this Agreement shall continue in effect as provided in
Section 6(g).
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13. MISCELLANEOUS
a. The parties hereto agree that this Agreement contains the entire
understanding and agreement between the, and supersedes all prior
understandings and agreements between the parties respecting the
employment by the Company of Executive, and that the provisions of
this Agreement may not be modified, waives or discharged unless such
waiver, modification or discharge is agreed to in writing signed by
the parties hereto. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretations, construction and performance of this
Agreement shall be governed by the laws of the State of Connecticut
without giving effect to the conflict of laws principles thereof.
b. Service by the Executive under the previous agreement shall be added
when calculating the Executive's entitlement to any benefits which are
affected by service criteria.
c. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any
other provision or provisions of this Agreement, which shall remain in
full force and effect.
d. Executive agrees to execute such further agreements and documents, if
necessary, which may be required under or pursuant to the laws of the
United Kingdom in connection with his employment; provided, however
that such agreements shall under no circumstance reduce any benefit to
be provided to Executive hereunder.
e. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: ________________________________ By:___________________________
Xxxxxxx X. Xxxxxxxxx Wilan van den Xxxx
