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EXHIBIT 10.13
XXXXX-XXXXXXXX, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of June 1, 1998, between XXXXX-XXXXXXXX,
INC., a Delaware corporation (the "Company"), and ("Executive") and shall become
effective on the Effective Date (as defined below).
WHEREAS, the execution and delivery of this Agreement by the Company
and Executive is made to ensure the continued dedication and loyalty of
Executive to the Company and the fair treatment of Executive upon the sale of
the Company.
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. So long as Executive is an employee of the Company on
the Effective Date (as defined below), the Company shall employ Executive, and
Executive hereby agrees to accept employment with the Company, upon the terms
and conditions set forth in this Agreement for the period beginning on the date
(the "Effective Date") of the consummation of a Change of Control Transaction
(as defined below) and ending on the Expiration Date (as defined below) unless
terminated earlier in accordance with the provisions of Section 4 hereof (the
"Employment Period"); provided, however, that if a Change of Control Transaction
occurs and Executive's employment with the Company is terminated by the Company
prior to the Effective Date, upon a final determination (which determination
shall be made by an arbitrator in accordance with the provisions set forth in
Section 16 hereof) that such termination was at the request of a third party who
has taken steps reasonably calculated to effect such Change of Control
Transaction, then for all purposes of this Agreement, the "Effective Date" shall
mean the date immediately prior to the date of such termination of Executive's
employment by the Company. A "Change of Control Transaction" shall be deemed to
occur when (a) neither Vestar/CS Holding Company, L.L.C. nor any of its
affiliates ("Vestar") directly or indirectly is able to elect or designate for
election a majority of the members of the board of directors of the Company, (b)
neither Xxxxx-Xxxxxxxx Holdings, Inc. nor any of its affiliates ("Holdings")
owns a majority of the outstanding capital stock of the Company entitled to vote
generally in the election of directors of the Company, or (c) the Company
transfers all or substantially all of its assets to any person or entity other
than Vestar or Holdings.
2. Position and Duties.
(a) During the Employment Period, Executive shall serve as the of the
Company and shall have the normal duties, responsibilities and authority of the
, subject to the power of the board of directors of the Company (the "Board") to
expand or limit such duties, responsibilities and authority and to override
actions of the .
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(b) During the Employment Period, Executive shall report to his
immediate supervisor or the Board, as applicable, and Executive shall devote his
best efforts and his full business time and attention (except for permitted
vacation periods and reasonable periods of illness or other incapacity) to the
business and affairs of the Company and its subsidiaries. Executive shall
perform his duties and responsibilities to the best of his abilities in a
diligent, trustworthy, businesslike and efficient manner.
3. Base Salary and Benefits. During the Employment Period, Executive
shall be entitled to the following:
(a) Base Salary. Executive's base salary shall be per annum or such
higher (but not lower) amount as the Board may designate from time to time in
accordance with the Company's compensation policies as in effect immediately
prior to the Effective Date (the "Base Salary"), which salary shall be payable
in regular installments in accordance with the Company's general payroll
practices and shall be subject to customary withholding.
(b) Annual Bonus. Following the end of each fiscal year, Executive
shall be awarded a bonus (the "Annual Bonus") with respect to that fiscal year
which shall be calculated using the methodology set forth in the 1998 Approved
Bonus Plan attached hereto as Exhibit A or the 1998 Sales Commission Plan
attached hereto as Exhibit B, as applicable, as modified from year to year,
which Annual Bonus (if any) shall be payable on or before February 28 of the
next succeeding fiscal year.
(c) Benefits. In addition to the Base Salary and Annual Bonus payable
to Executive pursuant to this Section 3, Executive will be entitled to
participate in any pension benefit plan, welfare benefit plan (including without
limitation any medical, prescription, dental, disability and life insurance
plan), tax-deferred savings plan and other benefit arrangement offered by the
Company to its executive employees as of the date of this Agreement or, if more
beneficial to Executive, any such plan or other benefit arrangement in effect
during the Employment Period. In addition, each Executive will be entitled to
the number of vacation days determined in accordance with the Company's vacation
policy as in effect on the date of this Agreement. Executive shall also be
entitled to (i) prompt reimbursement for all reasonable expenses incurred by
Executive in the performance of his duties in accordance with the Company's
business expense reimbursement policy and (ii) an office of a size and with
furnishings and other appointments and to support personnel substantially equal
to those in effect on the date of this Agreement.
4. Termination.
(a) Unless renewed by the mutual agreement of the Company and
Executive, the Employment Period shall end on the anniversary of the Effective
Date (the "Expiration Date"); provided, that the Employment Period (i) shall
terminate prior to the Expiration Date upon Executive's resignation, death or
Disability (as defined below), (ii) may be terminated by the Company at any time
prior to the Expiration Date for Cause (as defined below) or without Cause,
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and (iii) may be terminated by Executive at any time prior to the Expiration
Date for Good Reason (as defined below) or without Good Reason.
(b) If the Employment Period is terminated due to Executive's death or
Disability prior to the Expiration Date, Executive shall be entitled to only
such benefits as are customarily provided in such circumstances by the Company
(which benefits shall be no less favorable than the benefits provided by the
Company in such circumstances as of the date of this Agreement). For purposes of
this Agreement, "Disability" shall mean the absence of the Executive from the
Executive's duties with the Company on a full-time basis for 180 consecutive
days as a result of incapacity due to mental or physical illness; provided, that
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 180 day period.
(c) If the Employment Period is terminated by the Company without Cause
or by Executive for Good Reason prior to the Expiration Date, Executive shall be
entitled to receive the following benefits: (i) the Base Salary (as in effect on
the date of termination) that would have been payable to Executive from the date
of termination to the end of the Employment Period had such termination not
occurred, payable in regular installments in accordance with the Company's
general payroll practices and subject to customary withholding, (ii) cash
payments in respect of the amounts that Executive would have been entitled to
receive or to be allocated pursuant to the Xxxxx-Xxxxxxxx, Inc. Retirement
Partnership Plan (as in effect on the date of this Agreement) from the date of
termination to the end of the Employment Period had such termination not
occurred, payable in regular installments in accordance with the Company's
general payroll practices and subject to withholding, and (iii) an amount equal
to the average of (A) the Annual Bonus most recently earned by or paid to
Executive prior to the date of termination and (B) the Annual Bonus earned by or
paid to Executive for the bonus period immediately prior to the most recently
ended bonus period, for each bonus period that would have occurred from the date
of termination to the end of the Employment Period had such termination not
occurred, which amount shall be payable on or before February 28 of the
succeeding fiscal year. In addition, (1) Executive and his family shall be
entitled to participate in the medical and dental plans offered by the Company
from the date of termination through the end of the Employment Period as if such
termination had not occurred, and thereafter, Executive shall be entitled to
participate in such medical and dental plans pursuant to the provisions of Part
6 of Subtitle B of Title I of the Employee Retirement Income Security Act of
1974, as amended and (2) the Company shall continue to pay the premiums on life
and long-term disability insurance policies for Executive from the date of
termination through the end of the Employment Period as if such termination had
not occurred. During the one year period following the date of termination, the
Company shall pay the reasonable costs and expenses of one executive
outplacement firm to help the Executive secure other employment. Notwithstanding
the foregoing, (A) in connection with any amounts payable pursuant to clause
(ii) immediately above, Executive shall not be permitted to participate in the
Xxxxx-Xxxxxxxx, Inc. Retirement Partnership Plan and any payments made pursuant
to such clause (ii) shall not be grossed up to compensate Executive for the loss
of the benefit of tax deferred treatment received by the participants of such
plans and (B)
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the Company shall not be obligated to pay or provide any benefit or amount set
forth in this paragraph (c) if Executive has breached in any material respect
the provisions of paragraph 6 hereof.
(d) If the Employment Period is terminated prior to the Expiration Date
by the Company for Cause or by Executive other than for Good Reason, Executive
shall only be entitled to receive his Base Salary through the date of
termination.
(e) For purposes of this Agreement, "Cause" shall mean (a) a material
breach of this Agreement by Executive which is not cured within thirty (30) days
of receipt of written notice from the Board specifying such breach, (b)
Executive's willful and repeated failure (except by reason of Disability) to
comply with the lawful directives of the Board or his superior officer(s)
consistent with the terms of this Agreement after a written demand for such
compliance is delivered to Executive by the Board or such officer identifying
specifically the nature of such noncompliance, (c) gross negligence or willful
misconduct in the performance of Executive's duties under this Agreement, (d)
fraud committed by Executive with respect to the Company or any of its
subsidiaries, or (e) the commission of a felony or a crime involving moral
turpitude; provided, that Executive will not be deemed to have been terminated
for Cause unless (i) the Company notifies Executive of the facts and
circumstances providing the basis for termination for Cause, (ii) Executive has
had the opportunity to be heard before the Board, and (iii) three-quarters of
the Board determines that the Company may terminate Executive for Cause under
the Agreement.
(f) For purposes of this Agreement, "Good Reason" shall mean (a) a
material breach of the Agreement by the Company which is not cured within thirty
(30) days of receipt of written notice from Executive specifying such breach,
(b) the assignment to Executive of duties inconsistent with his position,
authority or responsibility or a material reduction or a material adverse
alteration of such duties, authority or responsibility or (c) a material
relocation of the offices of the Company where the Executive performs his duties
under this Agreement on the Effective Date. Executive's continued employment by
the Company for a period of not more than ninety (90) days after the occurrence
of the event giving rise to Executive's right to terminate this Agreement for
Good Reason shall not be deemed a waiver of such right.
5. Confidential Information. Executive acknowledges that the secret or
confidential information, observations and data obtained by him while employed
by the Company and its subsidiaries concerning the business or affairs of the
Company and its subsidiaries ("Confidential Information") are the property of
the Company or such subsidiaries. Therefore, Executive agrees that, except as
may be required by law or legal process, he shall not disclose to any
unauthorized person or use for his own purposes any Confidential Information
without the prior written consent of the Board, unless and to the extent that
the aforementioned matters become generally known to and available for use by
the public other than as a result of Executive's acts or omissions. Executive
shall deliver to the Company at the termination of the Employment Period, or at
any other time the Company may request, all memoranda, notes, plans, records,
reports, computer tapes, printouts and software and other documents and data
(and copies thereof) relating
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to the Confidential Information or the business of the Company or any subsidiary
which he may then possess or have under his control.
6. Non-Compete, Non-Solicitation.
(a) In further consideration of the compensation to be paid to
Executive hereunder, Executive acknowledges that in the course of his employment
with the Company he has and shall become familiar with the Company's trade
secrets and with other Confidential Information concerning the Company and its
subsidiaries and that his services have been and shall be of special, unique and
extraordinary value to the Company and its subsidiaries. Therefore, Executive
agrees that during the Noncompete Period (as defined below), he shall not
directly or indirectly own any interest in, manage, control, participate in,
consult with, render services for, or in any manner engage in any business
competing with the businesses of the Company or its subsidiaries, as such
businesses exist or are in process on the date of the termination of Executive's
employment, within any geographical area in which the Company or its
subsidiaries engage or plan to engage in such businesses. Nothing herein shall
prohibit Executive from being a passive owner of not more than 2% of the
outstanding stock of any class of a corporation which is publicly traded, so
long as Executive has no active participation in the business of such
corporation.
(b) During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee
of the Company or any subsidiary to leave the employ of the Company or such
subsidiary, or in any way interfere with the relationship between the Company or
any subsidiary and any employee thereof, (ii) hire any person who was a key
employee of the Company or any subsidiary at any time during the Employment
Period or (iii) induce or attempt to induce any customer, supplier, licensee,
licensor, franchisee or other business relation of the Company or any subsidiary
to cease doing business with the Company or such subsidiary, or in any way
interfere with the relationship between any such customer, supplier, licensee or
business relation and the Company or any subsidiary.
(c) If, at the time of enforcement of this Section 6, a court 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 shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law. Executive agrees that the restrictions
contained in this Section 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of
any of the provisions of this Section 6, 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
and/or injunctive or other relief in order to enforce or prevent any violations
of the provisions hereof (without posting a bond or other security). In
addition, in the event of an alleged breach or violation by Executive of this
Section 6, the Noncompete Period shall be tolled until such breach or violation
has been duly cured.
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(e) For the purposes of this Agreement, "Noncompete Period" shall mean
(i) if Executive's employment is terminated during the Employment Period by the
Company other than for Cause or by Executive with Good Reason, a period
continuing until the Expiration Date, or (ii) if Executive's employment is
terminated during the Employment Period by the Company for Cause or by Executive
without Good Reason, a period continuing until the first anniversary of the
Expiration Date.
7. Executive's Representations. Executive hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Executive do not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity other than the
Company, and (iii) upon the execution and delivery of this Agreement by the
Company, this Agreement shall be the valid and binding obligation of Executive,
enforceable in accordance with its terms. Executive hereby acknowledges and
represents that he has consulted with independent legal counsel regarding his
rights and obligations under this Agreement and that he fully understands the
terms and conditions contained herein.
8. Survival. Paragraphs 4 through 6 and paragraphs 9 through 17 and
Sections 19 through 21 shall survive and continue in full force in accordance
with their terms notwithstanding any termination of the Employment Period.
9. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed by first class mail,
certified or registered, return receipt requested, postage prepaid, to the
recipient at the address below indicated:
Notices to Executive:
Notices to the Company:
Xxxxx-Xxxxxxxx, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
(P.O. Box 2627)
Xxxxxxxx, XX 00000
Attn: President
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or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.
10. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
11. Complete Agreement. This Agreement embodies the complete agreement
and understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way. The
captions of this Agreement are for convenience of reference only, are not part
of this Agreement and shall not be used to interpret this Agreement.
12. No Strict Construction. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party as the supposed drafter of the language.
13. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
14. Successors and Assigns.
(a) This Agreement is intended to bind and inure to the benefit of and
be enforceable by Executive, the Company and their respective heirs, personal
representatives, successors and assigns, except that Executive may not assign
his rights or delegate his obligations hereunder without the prior written
consent of the Company otherwise than by will or the laws of descent and
distribution.
(b) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as herein defined
and any successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law or otherwise.
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15. Dispute Resolution.
(a) If any dispute, claim or difference arises out of this Agreement or
the employment relationship thereby created, or as to the rights and liabilities
of the parties hereunder or as to the breach or invalidity hereof, or in
connection with the construction of this Agreement including any dispute, claim
or difference as to whether an issue is arbitrable (each such event being
hereinafter called a "Dispute"), the parties will settle such Dispute
exclusively by binding arbitration in accordance with the Commercial Arbitration
rules of the American Arbitration Association in effect as of the date of
commencement of the arbitration.
(b) Either party may demand that any Dispute be submitted to binding
arbitration. The demand for arbitration shall be in writing, shall be served on
the other party in the manner prescribed in this Agreement for the giving of
notices, and shall set forth a short statement of the factual basis for the
claim, specifying the matter or matters to be arbitrated.
(c) The arbitration will be held in the City of Atlanta unless the
parties mutually agree to have the arbitration held elsewhere, and judgment upon
the award made therein may be entered by any court having jurisdiction thereof;
provided, further, that nothing contained in this Section 15 will be construed
to limit or preclude a party from bringing any action in any court of competent
jurisdiction in the United States for injunctive or other provisional relief to
compel another party hereto to comply with its obligations under this Agreement
or any other agreement between or among the parties during the pendency of the
arbitration proceedings.
(d) The arbitration shall be conducted by an arbitrator appointed by
the American Arbitration Association (the "Arbitrator") who shall conduct such
evidentiary or other hearings as he deems necessary or appropriate and
thereafter shall make a final determination as soon as practicable after the
conclusion of the hearings. Any arbitration pursuant hereto shall be conducted
by the Arbitrator as the parties may mutually agree or if the parties do not so
agree under the guidance of the Federal Rules of Civil Procedure and the Federal
Rules of Evidence, but the Arbitrator shall not be required to comply strictly
with such rules in conducting any such arbitration.
(e) The Company shall bear its own fees and expenses incurred in
connection with the arbitration, the fees and expenses of the Arbitrator
incurred in connection with the arbitration, and shall pay the reasonable fees
and expenses (including the legal fees of one law firm) incurred by Executive in
connection with the arbitration.
(f) The Arbitrator shall have the authority to award any remedy or
relief that a Court of the State of New York could order or grant, including
without limitation, specific performance of any obligation under this Agreement,
the awarding of punitive damages, the issuance of an injunction, or the
imposition of sanctions for abuse or frustration of the arbitration process. The
decision and award of the Arbitrator shall be in writing and counterpart copies
thereof shall be delivered to each party. The decision and award of the
Arbitrator shall be binding on all parties. In rendering such decision and
award, the Arbitrator shall not add to, subtract from or otherwise modify
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the provisions of this Agreement. Either party to the arbitration may seek to
have the ruling of the Arbitrator entered in any court having jurisdiction
thereof.
(g) Each party agrees that it will not file suit, motion, petition or
otherwise commence any legal action or proceeding for any matter which is
required to be submitted to arbitration as contemplated herein except in
connection with the enforcement of an award rendered by the Arbitrator and
except to seek the issuance of an injunction or temporary restraining order
pending a final determination by the Arbitrator. Upon the entry of any order
dismissing or staying any action or proceeding filed contrary to the preceding
sentence, the party which filed such action or proceeding shall promptly pay to
the other party the reasonable attorney's fees, costs and expenses incurred by
such other party prior to the entry of such order.
(h) All aspects of the arbitration shall be considered confidential and
shall not be disseminated by any party with the exception of the ability and
opportunity to prosecute its claim or assert its defense to any such claim. The
Arbitrator shall be required to issue prescriptive orders as may be required to
enforce and maintain this covenant of confidentiality during the course of the
arbitration and after the conclusion of same so that the result and underlying
data, information, materials and other evidence are forever withheld from public
dissemination with the exception of its subpoena by a court of competence
jurisdiction in an unrelated proceeding brought by a third party.
16. Amendment and Waiver. The provisions of this Agreement may be
amended or waived only with the prior written consent of the Company and
Executive (or their respective successors and legal representatives), and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement or be deemed a waiver of such provisions.
17. CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE
EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK. IN FURTHERANCE OF THE FOREGOING,
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT (AND ALL SCHEDULES AND EXHIBITS HERETO), EVEN
THOUGH UNDER THAT JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
18. At-will Employment. Prior to the Effective Date, Executive shall be
employed by the Company on an "at will" basis and the employment relationship
between the Company and Executive may be terminated at any time by either the
Company or Executive for any reason whatsoever, with or without cause.
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19. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
and for which Executive may qualify. Amounts that are vested benefits or that
Executive is otherwise entitled to receive under any plan, policy, practice or
program or any contract or agreement with the company or any of its affiliated
companies at or subsequent to the termination of the Employment Period shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. No such amounts shall
reduce any amounts payable under this Agreement.
20. No Duty to Mitigate. In no event shall Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement and
such amounts shall not be reduced whether or not Executive obtains other
employment.
21. Interest. If any payment to Executive required by this Agreement is
not made within the time for such payment specified herein, the Company shall
pay to Executive interest on such payment at the legal rate payable from time to
time upon judgments in the state courts in the State of South Carolina from the
date such payment is payable under the terms hereof until paid.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
XXXXX-XXXXXXXX, INC.
By
-------------------------------------
Name:
Title:
----------------------------------------
SWORN TO before me this
day of , 1998
--- -----------
(SEAL)
--------------------------
Notary Public for South Carolina
My commission expires :
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name title salary term Address state
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Xxxxxxx X. Xxxxxxxx President $213,200.00 third 00 Xxxxxxx Xxxxx Xxxxx, XX
00000
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Xxxxxxx X. Xxxxx Executive Vice-President of $172,800.00 third 000 Xxx Xxxxx Xxxxxxxx, XX 00000
Manufacturing Road
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Xxxx X. Xxxxxxxx Chairman $260,000.00 third 00 Xxxxxxx Xxxxx Xxxxx Xxxxx, XX
00000
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Xxxxxx X. Xxxxxxxx Chief Financial Officer $125,000.00 third 00 Xxxxx Xxxxx Xxxxx, XX
00000
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Xxxxxxx X. Xxxxxx Vice-President Fiber Glass $139,000.00 second 000 Xxxxxxx Xxxxx Xxxxx, XX
Sales and Marketing 29650
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Xxxxxx X. Xxxxxxx Vice-President High $130,000.00 second 00 Xxxxxxx Xxxx Xxxxxx, XX 00000
Performance Fabric
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Xxxxxx X. Xxxxx Vice-President Human $104,000.00 second 000 Xxxxxx Xxxxxxxx, XX 00000
Resources Place, Harpers
Ridge
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EXHIBIT A TO EXHIBIT 10.13
XXXXX-XXXXXXXX, INC.
1998 EXECUTIVE BONUS POOL
Attached is the 1998 Executive Bonus Plan as submitted by management and
recommended by the Compensation and Benefit Committee.
1. The plan is based on EBITDA. From $0 - $29.9M EBITDA, the pool is $0K,
or Board discretion. A table is attached that reflects the % of bonus
pool earned at various levels of EBITDA up to $56M or 125% of pool.
2. A secondary pool of 10.0% would be set aside to reward management
members outside the incentive plan. (In the past, these awards have
been recommended by the responsible Vice President, based on individual
special performance.)
3. The plan participant pool would be split between earned @ 70% and
discretionary @ 30%. Payout of the discretionary portion would be
determined by the appropriate Vice President and President, based on
individual goals and performance against those goals.
4. There will be five levels of participation ranging from 40.0% to 120%
of annual base salary based on level of responsibility.
5. The bonus allocation pool will be calculated by multiplying the base
pay (W-2 base pay) of each individual by their level of participation
and totaling. The earned bonus of 70% is then allocated to participants
based on the allocation pool while the 30% discretionary portion is
based on individual's performance as determined by their respective
manager.
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XXXXX-XXXXXXXX, INC.
BONUS POOL SCHEDULE
POOL: $2,055K
$000
% EARNED
EBITDA POOL POOL
------ ---- ------
0 - 29.9 BOARD DISCRETION
30.0 25.0 $ 514.0
37.0 50.0 $1,028.0
44.0 75.0 $1,541.0
50.0 100.0 $2,055.0
56.0 125.0 $2,568.8
PARTICIPATION LEVEL AS A % OF BASE SALARY
PLAN LEVEL I. 120%
II. 100%
III. 80%
IV. 60%
V. 40%
