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EXHIBIT 99.15
Amended and Restated Employment Agreement dated June 23, 1983 with X. Xxxxxxx
Love, Jr.
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement ("Agreement") made and
entered into this 23 day of June, 1983, by and between PRINTPACK, INC., a
Georgia corporation (hereinafter referred to as "Printpack"), and X. XXXXXXX
LOVE, JR., a resident of Atlanta, Georgia (hereinafter referred to as
"Employee"),
W I T N E S S E T H:
WHEREAS, Employee has been instrumental and essential in the development
of Printpack over the years and has provided the necessary management and
direction to make Printpack profitable; and
WHEREAS, Employee is presently employed as President and chief executive
officer of Printpack pursuant to an Employment Contract dated June 4, 1975; and
WHEREAS, Printpack desires to acknowledge the past contributions of
Employee to Printpack and to secure the continued services of Employee in
connection with Printpack's business;
NOW, THEREFORE, it is mutually agreed as follows:
1. Employment. Printpack agrees to employ Employee and Employee agrees to
continue in the employment of Printpack as an executive officer thereof for an
original term of five (5) years from June 20, 1983. This Agreement shall
automatically be renewed from year to year after the original term ending five
(5) years from the date of this Agreement, unless terminated pursuant to
Paragraph 9 below. The term of this Agreement shall be the foregoing period
plus any period of time in which the Disability Benefit or Death Benefit is
payable hereunder.
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2. Services. Employee shall initially be President and shall provide
over-all management of Printpack. Employee shall provide such services to
Printpack consistent with serving as chief executive officer as may from time
to time be directed by the Board of Directors.
3. Compensation.
(a) As compensation for his services, Employee shall be paid a base
salary of $6,000.00 per week, beginning June 20, 1983, plus such raises
and bonuses as may be approved by the Board of Directors of Printpack.
Any bonus shall be paid in accordance with the direction of the Board of
Directors and all other compensation shall be payable in accordance with
the standard procedure for the payment of salaries of other employees of
Printpack. Employee shall also be entitled to customary fringe benefits
available to the chief executive officer of Printpack.
(b) All wages, bonuses or other amounts which Printpack may pay
Employee pursuant hereto are payments made or to be made as wages and in
the event of a valid termination of Employee's employment, either by
Printpack or Employee, Employee shall be entitled only to such wages or
bonuses as are accrued and owing under this contract at the time of such
termination and no longer.
4. Exclusive Arrangement. While employed hereunder, Employee shall devote
his best efforts and skill to the responsibilities and duties assigned to him
in the business of Printpack, serving as President and chief executive officer
of Printpack, and shall perform any reasonable duties, functions and tasks
under any other titles assigned to him from time to time by the Board of
Directors of Printpack, shall in all respects do his
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utmost to enhance and develop the best interest of Printpack, and shall well
and truly perform the several duties which may be assigned to him while
employed pursuant to this Agreement.
5. Confidential Information. Employee shall not disclose confidential
information and procedures of Printpack either during or after termination of
employment and acknowledges that such confidential information known to
Employee shall have been disclosed in a way to create a trust relationship
between Employee and Printpack, which must not be violated.
6. Covenant Not to Compete.
(a) Employee does not as of the execution hereof have any connection
with any enterprise engaged in the conversion of flexible packaging
material, either directly or indirectly, as an individual, a partner, a
director, an officer, or agent, consultant or counsel, other than the
ownership of securities of publicly held businesses.
(b) Employee agrees and covenants that he will not for a period
beginning on the date hereof and ending twelve (12) months after the
expiration or termination of this Agreement, whether in the employment of
Printpack or not, directly or indirectly, (i) enter the employ of or
render any services to, give advice, counsel, aid or direction to any
other person, firm, partnership, association or corporation engaged in a
competing business, unless such activity, employment, services, advice,
counsel, or direction is directly related to services performed hereunder
by Employee for Printpack, and (ii) during such time engage in such
business as above limited and defined on his own account, or become
financially interested therein, directly or indirectly, as an individual,
partner, stockholder,
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director, officer, clerk, principal, agent or employee, without first
obtaining in any of the foregoing instances the written consent of
Printpack, which shall not be unreasonably withheld, but this
limitation shall not apply to the ownership by Employee of the securities
of any competing publicly held business.
(c) A competing business shall be a business engaged in the
conversion of flexible packaging material in competition with Printpack
and located in whole or in part within a circle having a radius of 100
miles with the center at the principal business office of Printpack at
the time of the expiration or termination of this Agreement.
7. Death Benefits.
(a) If Employee dies while in the full-time employment of Printpack
pursuant to this Agreement (or while receiving the Disability Benefit
provided hereunder), Printpack shall pay to Employee's wife, GAY
XxXXXXXXX LOVE, in equal monthly installments, the Death Benefit
hereinafter defined for the life of Employee's wife beginning on the
first day of the month immediately following the date of death of
Employee. In the event that Employee shall have no wife living at the
time that any monthly payment hereunder becomes due and payable,
Printpack shall have no further obligation to pay the Death Benefit under
this Agreement.
(b) The Death Benefit payable hereunder shall be based on the
following percentages of Employee's average annual total compensation for
the 36 month period ending on the last day of the month preceding the
month in which Employee dies, including base pay and bonus but not
including any fringe benefits. The amount of Employee's average annual
total compensation as determined in accordance with the above directions
shall be adjusted by any annual Increase in Cost of Living or any
Decrease in Cost of Living as provided in subparagraph (d)
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hereof as soon as possible after each calendar year but effective January
1 of each such calendar year:
(i) The remainder of the calendar year in which Employees
dies - 100%;
(ii) The first full calendar year in which payments are
made - 75%;
(iii) Each calendar year thereafter - 50%.
(c) Notwithstanding the foregoing provisions, in the event
Employee is receiving a Disability Benefit pursuant to Paragraph 8
hereof, then the Disability Benefit payable hereunder shall become the
Death Benefit and shall be computed and paid as provided in this
Paragraph 7 with the date of Permanent Disability being treated as the
date of death of Employee and with Printpack receiving credit against the
Death Benefit for Disability Benefits paid prior to Employee's actual
death.
(d) Adjustment to Death Benefit or Disability Benefit.
(i) As promptly as practicable after the end of each
calendar year beginning at the end of the calendar year following
the calendar year in which Employee dies or becomes permanently
disabled, Printpack shall compute the Increase or the Decrease in
Cost of Living, using as the basis of such computation the
Consumer Price Index, All Cities and Selected Areas, All Urban
Consumers (1967 = 100), hereinafter called the "Index", published
by the Bureau of Labor Statistics of the United States Department
of Labor.
(ii) The index number in the column for Atlanta, entitled
"All Items" for the month of December of the year in which
Employee dies or becomes permanently disabled shall be the base
index number ("BIN"); and
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the corresponding index number for the month of December of the
year just ended shall be the current index number ("CIN").
(iii) The Increase or the Decrease in Cost of Living for each
year shall be determined by dividing the CIN by the BIN and
subtracting the integer one from the quotient, in accordance with
the following formula:
Increase or Decrease in Cost of Living = CIN -1
---
BIN
(iv) The Increase or the Decrease in Cost of Living,
multiplied by employee's total compensation referred to in
subparagraph (b) above shall be the increase or the decrease
required to be determined by subparagraph (b). Any portion of any
increase in the Death Benefit or the Disability Benefit
retroactively due shall be payable within five (5) days after
computation hereunder has been made.
(v) Appropriate adjustment shall be promptly made in case
there is a published amendment of index figures upon which the
computation is based.
(vi) If publication of the consumer price index is
discontinued, the parties hereto shall accept comparable
statistics on the cost of living for the City of Atlanta as
computed and published by an agency of the United States or by a
responsible financial periodical of recognized authority then to
be selected by the parties.
8. Disability Benefit. In the event that Employee is permanently disabled
as defined in the group insurance policy carried by Printpack with reference to
disability benefits and is thereby unable to perform the services required
hereunder, then and thereafter the Employee shall be entitled to a Disability
Benefit which is equal to the Death Benefit, with such payments beginning on
the first month after a determination of such
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permanent disability has been made and continuing until Employee's death and
with the date of the determination of such permanent disability being treated
as if it were the date of death for purposes of computing the benefit payable
hereunder, including any adjustments based on the Cost of Living as provided in
Paragraph 7(d).
9. Termination. Either party may terminate Employee's employment
hereunder for cause by giving not less than sixty (60) days written notice to
the other party of the intention to terminate such employment at any time prior
to Employee's death or permanent disability. The parties hereto by mutual
written agreement may elect to change the Death Benefit or Disability Benefit
at any time or from time to time. Printpack may not alter the Death Benefit
payable hereunder without the written consent of Employee's wife after
Employee's death.
10. Remedies. Printpack and Employee agree that, in the event of a breach
or threatened breach, by Employee of Paragraph 5 or Paragraph 6 of this
Agreement, or both of them, Printpack shall be entitled to an injunction
against such breach, and Employee agrees not to raise the defense that
Printpack has an adequate remedy at law. However, no specification in this
Agreement of a legal or equitable remedy shall be construed as a waiver or
prohibition against the pursuing of other legal or equitable remedies in the
event of breach of Paragraph 5 or 6 or other provisions of this Agreement.
11. Notices. Any notice required hereunder may be given by hand delivery
or by certified mail addressed to the address hereinafter set out beside each
party's name or at such other address of which any party may give the other
party written notice at any time and from time to time. Such notice shall be
deemed given when delivered by hand or deposited in the United States Mail,
postage prepaid.
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12. Miscellaneous. This Agreement shall be construed according to Georgia
law, shall be binding on and inure to the benefit of the parties and their
respective heirs, successors and assigns, supersedes all prior employment
agreements with Employee, contains severable and separate restrictive
provisions as to Employee, and may not be changed other than as herein
provided, except by an amendment in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
affixed their seals in duplicate as of the day and year first above written.
PRINTPACK, INC.
Address: By: /s/ R. Xxxxxxx Xxxxxxx (Dir. of Finance)
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Authorized Officer
Printpack, Inc.
0000 Xxxxxxx Xxxxx, X.X.
P.O. Box 43687 Attest: /s/ L. Xxxx Xxxxxxxx, Jr. (Secretary)
Xxxxxxx, Xxxxxxx 00000 --------------------------------------
Authorized Officer
Address: /s/ X. Xxxxxxx Love, Jr.
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X. XXXXXXX LOVE, JR.
0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT CHARGED TO BALANCE
BEGINNING OF COSTS AND AT END OF
DESCRIPTION PERIOD EXPENSES DEDUCTIONS PERIOD
(IN THOUSANDS)
PRINTPACK, INC.
Year ended June 25, 1994
Allowance for Doubtful Accounts.............. $ 304 $ 100 $ (73) $ 331
========= ======== ======== ========
Year ended June 24, 1995
Allowance for Doubtful Accounts.............. $ 331 $ 645 $ (748) $ 228
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Year ended June 29, 1996
Allowance for Doubtful Accounts.............. $ 228 $ 560 $ (502) $ 286
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THE FLEXIBLE PACKAGING GROUP OF
XXXXX RIVER CORPORATION
Year ended December 26, 1993
Allowance for Doubtful Accounts............... $ 576 $ 480 $ (368) $ 688
========= ======== ======== ========
Year ended December 25, 1994
Allowance for Doubtful Accounts............... $ 688 $ 200 $ (249) $ 639
========= ======== ======== ========
Year ended December 31, 1995
Allowance for Doubtful Accounts............... $ 639 $ 120 $ (333) $ 426
========= ======== ======== ========
The notes to the combined financial statments are an integral part of this
schedule.
