March 9, 2005
HAND DELIVERED
Xxxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Dear Xxxx:
The purpose of this letter agreement (the "Agreement") is to
acknowledge and set forth the terms of our agreement regarding the compensation
that you will be entitled to receive in the event your employment with Anchor
Glass Container Corporation ("Anchor") is terminated by the Company without
Cause (as defined herein) or by you for Good Reason (as defined herein) prior to
the first anniversary of the date you execute this Agreement (the "Anniversary
Date"). In consideration for the promises set forth below, you and Anchor hereby
agree as follows:
1. In the event that your employment is terminated by the Company
without Cause or by you for Good Reason prior to the Anniversary Date, Anchor
will continue to pay your current annual base salary in accordance with the
payroll practices of Anchor through the Anniversary Date. Anchor may withhold
from any payment that it is required to make under this Agreement amounts
sufficient to satisfy applicable withholding requirements under any federal,
state or local law. For purposes of this Agreement, "Cause" shall mean: (i) your
willful and continued failure to perform your duties as an officer and as
general counsel of Anchor; (ii) your willful misconduct, materially injurious to
Anchor, monetarily or otherwise; or (iii) your commission of a felony; in each
case as determined by the Board of Directors of Anchor (the "Board"). For
purposes of this Agreement, "Good Reason" shall mean: (i) assigning duties to
you that are inconsistent with those of an officer of the Company; or (ii)
failure to make the payments required under paragraphs 3 and 4 of this
Agreement.
2. Anchor's obligation to pay you any amounts under paragraph 1 of
this Agreement will be subject to receipt by Anchor of an effective general
release executed by you at the time your employment terminates.
3. Your current annual base salary is $200,000 per year.
4. You will serve as a member of the interim Operating Committee of
Anchor reporting to the Board through the Chairman of the Board, until such date
as the Board appoints a Chief Executive Officer or otherwise determines to
terminate the interim Operating Committee. In consideration for your prospective
service as a member of the
Xxxxxxx X. Xxxxxxx, Esq.
March 9, 2005
Page 2
interim Operating Committee of the Company through December 31, 2005, the
Company will make a one-time lump sum payment of $50,000 to you on March 31,
2005.
5. You and Anchor agree that this Agreement contains the complete
agreement between you and Anchor and that there are no other agreements or
representations relating in any way to the subject matter of this Agreement and
supercedes any and all prior agreements or understandings with respect to this
Agreement's subject matter, except as expressly set forth herein.
6. The provisions of this Agreement shall be construed in accordance
with the internal laws, but not the laws of conflicts, applicable to agreements
made in Florida.
7. This Agreement may be signed in single or separate counterparts,
each of which shall constitute an original.
ANCHOR GLASS CONTAINER CORPORATION
By: /s/ Xxxxx X. Xxxx
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Its: VP & Interim CFO
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ACCEPTED AND AGREED,
THIS 9th DAY OF MARCH 2005
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Esq.