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Exhibit 10 (j)
[COMPANY LETTERHEAD]
May 23, 2000
Xx. Xxxxx X. Xxxxxxx
Xxxxxxxx Soup Company
Xxxxxxxx Place
Camden, NJ 08103
This will confirm our agreement with you respecting your employment as
the President and Chief Executive Officer of Xxxxxxxx Soup Company ("Xxxxxxxx").
1. Employment and Duties. You commenced employment on March 23, 2000, in
accordance with the term sheet we agreed upon. The initial term of your
employment will be one year from March 23, 2000, which term may be shortened at
any time at the sole discretion of the Board of Directors (the "Board"). You
will serve as the President and Chief Executive Officer of Xxxxxxxx and will
perform the customary duties of such position subject to the direction of the
Board. You will devote your full time, skills and energy to the affairs of
Xxxxxxxx.
2. Base Salary and Benefits. In lieu of any salary for the first six
months of your employment you will receive a six-month time-lapse restricted
stock grant of 16,842 Xxxxxxxx shares which will be delivered to you on
September 22, 2000 as detailed in Section 3. After the first six-months of your
employment you will be paid monthly cash payments of $83,334.00. You will be
eligible for regular medical, dental, life insurance and other employee welfare
benefit plans of Xxxxxxxx. You will not be eligible to participate in the
Xxxxxxxx Soup Company Retirement and Pension Plan for Salaried Employees and any
supplemental pension plans (Pension Plans). You will also not be eligible to
participate in the Xxxxxxxx Soup Company Savings and 401(k) Plan for Salaried
Employees and any supplemental savings plan (Savings Plans). You hereby waive
your right to participate in the Pension Plans and the Savings Plans during your
period of employment covered by this Agreement. You will also not be eligible to
receive any benefits under Campbell's Personal Choice Program.
3. Restricted Stock.
(a) Award of Restricted Stock. This confirms the award to you on
March 22, 2000 ("Grant Date") by the Board of 16,842 shares of Restricted Stock.
The Restricted Stock is in all
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respects limited and conditioned as hereinafter provided, and is subject in all
respects to the terms and conditions of the Xxxxxxxx Soup Company 1994 Long-Term
Incentive Plan, as amended (1994 Plan).
(b) Restricted Stock Notation. A book-entry notation maintained by
Campbell's stock transfer agent representing the Restricted Stock shall be made
in your name. Xxxxxxxx retains the right to cancel the book-entry notation until
you become entitled to the Restricted Stock at the end of the Restriction Period
or earlier in accordance with Section 3.(c). During the Restriction Period you
are entitled to vote the shares of Restricted Stock (unless and until forfeited)
represented by the book-entry notation and to receive any dividends paid on the
Restricted Stock.
(c) Restriction Period. The "Restriction Period" shall begin on
the Grant Date and shall end on September 22, 2000, with you being entitled to
the elimination of the restrictions on the Restricted Stock in the book-entry
notation system. If you voluntarily resign during the Restriction Period, the
Restricted Stock shall be paid out immediately on a prorated basis based on the
portion of the Restricted Period that has elapsed to the date of your
resignation. In the event of your death, disability, or termination of
employment by the Board or in the event of a Change in Control of the Company,
as defined in the 1994 Plan, the Restricted Stock shall 100% vest and be paid
out immediately.
(d) Withholding of Taxes. The obligation of the Company to deliver
Restricted Stock at the end of the Period shall be subject to applicable
federal, state and local tax withholding requirements. You may satisfy
tax-withholding requirements by electing in writing to have the Company withhold
a portion of the shares to be delivered. The value of the shares to be withheld
shall be the mean between the reported high and low prices on the NYSE composite
tape on the tax date (September 22, 2000).
4. Incentive Compensation Programs. You will not be eligible for
participation in the Xxxxxxxx Soup Company Worldwide Management Incentive Plan
(WIN Plan) or the Long-Term Performance Program (LTPP) or any other executive
incentive compensation programs of Xxxxxxxx.
5. Discretionary Bonus. You will be eligible for a bonus ranging from $0
to $1,000,000 with a target amount of $625,000 for the initial six-month period
of your employment beginning on March 23, 2000. This bonus will be determined at
the discretion of the Board. It will be based upon specific factors to be
mutually agreed upon with appropriate benchmarks. In the event of death,
disability or termination of employment by the Board any earned discretionary
bonus as determined by the Board would be paid on a prorated basis. In the event
of a Change in Control, as defined in the WIN Plan, the target bonus amount of
$625,000 would be paid on a prorated basis. If you voluntarily resign, without
the consent of the Board, during the initial six-month period, you forfeit any
right to any earned discretionary bonus. If your employment continues beyond the
initial six-month period, a discretionary bonus arrangement will be developed
for such period.
6. Pension. The current annual pension that you receive from Xxxxxxxx will
continue to be paid; however, as set forth in paragraph 2 no additional pension
benefit will accrue as a result of
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your employment pursuant to this Agreement.
7. Termination. The Board may terminate your employment hereunder with or
without cause at any time and you may terminate your employment hereunder at any
time.
8. Automobile. Xxxxxxxx will lease or purchase a top-of-the-line
automobile for your use.
9. Confidential Information and Competition.
(a) During your employment with Xxxxxxxx, you will receive and
have access to confidential proprietary information about Xxxxxxxx
("Information") and its worldwide business, including but not limited to,
information about costs, profits, sales, marketing or business plans, existing
or prospective customers, suppliers, possible acquisitions or divestitures,
potential new products or markets, personnel, know-how, formulae, recipes,
processes, equipment, discoveries, inventions, research, technical or scientific
information and other data not available to the public, none of which is part of
the general knowledge of the industry.
(b) During and after your employment, you will not disclose, use,
or appropriate Information for your own use or for the use of others, directly
or indirectly, except as required in the performance of your duties to Xxxxxxxx.
You recognize that any unauthorized disclosure, use, or appropriation of
Information would be highly prejudicial to Xxxxxxxx.
(c) In the event that your employment terminates for any reason,
you shall deliver to Xxxxxxxx, upon request or before your last day of
employment, all originals and copies of files, writings, reports, memoranda,
diaries, notebooks, notes of meetings or presentations, data, computer tapes or
discs, drawings, charts, photographs, slides, patents or any other form of
record which contains Information created or produced for, at the direction of,
or by Xxxxxxxx or its employees or agents.
10. No Business Diversion. You will not, without the written consent of
Campbell's chief legal officer, for one year following the termination of your
employment (for any reason), either directly or indirectly, solicit, divert or
take away or attempt to solicit, divert or take away, any customers, business or
suppliers of Xxxxxxxx whom you serviced, called upon, or solicited during your
employment, or with whom you became acquainted as a result of your employment.
11. No Employee Solicitation. During your employment and for a period of
one year thereafter, you will not, directly or indirectly, solicit, employ,
interfere with, attempt to entice away from Xxxxxxxx, or recommend for
employment outside Xxxxxxxx, any individual who is employed by Xxxxxxxx at the
time of such solicitation, employment, interference or enticement.
12. Non-Competition.
(a) During your employment, and for eighteen (18) months after
your employment (twelve (12) months if your employment is terminated at the
Board's request), you will not, directly or indirectly, own, advise, manage,
operate, join, control, receive compensation or benefits from, or participate in
the ownership, management, operations, or control of, or be
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employed or be otherwise connected in any manner with, any business which
directly or indirectly competes (as defined in subparagraph 12(b)) with in any
part of the world, the business of Xxxxxxxx or its subsidiaries or affiliates
(collectively "Xxxxxxxx Companies"), as conducted or planned by Xxxxxxxx
Companies during your employment.
(b) "Competes" as used in this Agreement means engages in, or
plans to engage in, the production marketing or selling of any product or
service of any person or organization, other than Xxxxxxxx Companies, which
resembles or competes with a product or service of Xxxxxxxx Companies (or a
product or service which, to your knowledge, was under development by Xxxxxxxx
Companies) during your employment.
(c) Except as prohibited in paragraph 12(a), this Agreement will
not preclude you from ownership of less than 1% of the outstanding shares of any
class of shares of any corporations listed on the New York Stock Exchange or the
American Stock Exchange or quoted on NASDAQ.
(d) You acknowledge that any employment or relationship in
violation of this Agreement would necessarily require you to use or rely on
Information to which you became privy during the course of your employment with
Xxxxxxxx.
13. Enforcement of Agreement.
(a) You agree that the restrictions in this Agreement are
necessary to protect the legitimate interests of Xxxxxxxx, and impose no undue
hardship on you. You further agree that the breach or threatened breach of any
provisions of this Agreement will result in irreparable injury to Xxxxxxxx, for
which there is no adequate remedy at law. Your consent to the issuance of any
restraining or preliminary order or injunction which arises from, directly or
indirectly, any use, disclosure or conduct by you in violation of this
Agreement. You agree that, if Xxxxxxxx prevails in any suit or proceedings under
this Agreement, you will pay Xxxxxxxx all of Campbell's attorney fees, costs and
expenses incurred in connection with such suit or proceeding or the enforcement
of Campbell's rights under this Agreement, regardless of whether the scope of
the no-compete is reformed by the court.
(b) This Agreement and all terms of your employment shall be
governed by, construed and enforced in accordance with the laws of the State of
New Jersey, without giving effect to conflict of law principles. Each party
irrevocably agrees that any legal proceedings arising out of, or relating to the
subject matter of this Agreement shall be brought in the Superior Court of New
Jersey in Camden County or the United States District Court of New Jersey,
Camden Vicinage. Each party irrevocably consents to such jurisdiction and venue.
14. Survival. This Agreement shall survive the termination of your
employment for any reason.
15. No Continuation of Employment. This Agreement does not impose on
Xxxxxxxx any obligation to retain you in its employ. To the contrary, you are an
employee-at-will.
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16. Reform of Agreement. No provision of this Agreement may be amended or
waived unless agreed to in writing and signed by the chief legal officer of
Xxxxxxxx Soup Company. The failure to exercise, or delay in exercising any
right, power or remedy under this Agreement shall not waive any right, power or
remedy which Xxxxxxxx has under this Agreement.
17. Severability or Reform by Court. In the event that any provisions of
this Agreement is deemed by a court to be broader than permitted by applicable
law, then such provisions shall be reformed so that it is enforceable to the
fullest extent permitted by applicable law. If any provision of this Agreement
shall be declared by a court to be invalid or unenforceable to any extent, the
validity or enforceability of the remaining provisions of this Agreement shall
not be affected.
18. Entire Agreement. This Agreement constitutes the entire understanding
between the parties to this Agreement. This Agreement supersedes all prior
agreements, understandings, and arrangements, oral or written, between the
parties with respect to the subject matter of this Agreement. The parties
acknowledge that this Agreement was entered into in the State of New Jersey.
19. Agreement Subject to Other Matters. This Agreement is subject to:
(a) Your completion of a full medical examination and a report
thereon of your good health satisfactory to Xxxxxxxx, including testing for
controlled substance abuse; and
(b) Confirmation satisfactory to Xxxxxxxx of your entitlement to
continue to reside and work in the United States under applicable United States
immigration and naturalization laws.
Please acknowledge your agreement with the foregoing by signing and
returning to me the enclosed copy of this letter.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Chairman
Agreed:
/s/ Xxxxx X. Xxxxxxx
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Date: May 25, 2000
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