Exhibit 10.26
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), made as of September 21, 1998, by
and between Remington Products Company, L.L.C., a Delaware limited liability
(the "Company"), and Wilan van den Xxxx, residing in Austria ("Executive").
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 contained, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. 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 an initial period of two (2) years and shall be
automatically renewed for successive periods of one year each 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.
1. Except during vacations and periods of illness, Executive shall,
during the term of this Agreement, devote all his business time and
attention to the performance of services for the Company and Remington
UK. The Executive shall cooperate reasonably in any sale of the
Company, IPO or similar transaction.
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 $250,000 as of the date you report to work payable in
accordance with the normal payroll practices of Remington UK.
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b. Welfare and Retirement Benefits. Executive shall be entitled 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 in which executive
officers of Remington UK are entitled generally to participate on the
same basis as other executive employees. Furthermore, you shall be
immediately eligible to participate in Remington UK's deferred benefit
pension plan.
c. Bonus/Incentive Compensation.
(i) The Executive shall be included in Remington UK's bonus plan for
the fiscal year commencing on January 1, 1999 with a target bonus
of 45% of annual base salary. The amount of 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 of Remington UK. If Executive's employment commences
prior to October 1, 1998, Executive shall be eligible for a
pro-rata bonus for fiscal year 1998, but not less than the
equivalent of US $35,000 using the exchange rate as of the date
you report to work. Executive is guaranteed a minimum of 50% of
target bonus for 1999..
(ii) 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
herebo as Exhibits A, B and C.
d. Business Expenses. Executive 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 Remington UK from time to time.
e. Automobile. Remington UK shall 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 executives of
Remington UK.
6. Relocation Expenses. Executive shall be reimbursed from Remington UK
for all reasonable costs related to relocating Executive and his
family to the United Kingdom customarily paid by employers, including,
but not limited to, (i) the costs of moving Executive, his family and
property to the United Kingdom, (ii) transportation and related costs
for reasonably required trips by Executive's wife to the United
Kingdom to assist in locating a house, (iii) costs of temporary
housing for Executive from the date of commencement of employment
until the date he moves into a permanent residence in the United
Kingdom and, (iv) an amount equal to one month salary to cover
miscellaneous moving expenses and costs after Executive has relocated
to the United Kingdom.
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7. Housing Allowance Executive shall receive a housing allowance in UK
pounds equal to US $50,000 per year ($4,167 per month) as of the date
his employment commences, which shall be paid to Executive i monthly
installments, commencing upon 30 days following the date Executive and
his family has moved into a permanent resident in the United Kingdom.
Taxes, if any, on his housing allowance shall be Executive's
responsibility.
5. TERMINATION
Executive's employment hereunder may be terminated under the following
circumstances:
a. Death. Executive's employment hereunder shall terminate upon his
death.
2. Disability. If Executive is unable to timely and regularly perform its
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,
then, 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.
3. 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 thereof 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 Employer 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, (iv) Executives willful failure to render services
to the Company or any of its subsidiaries in accordance with the
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 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 subsection 6 hereof, Executive shall have no claim against the
Company under this Agreement or otherwise by reason of such
termination.
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 or other payments to Executive for
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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), Executives compensation and benefits shall
cease upon the date of such termination.
c. 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 date of
termination.
d. 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..
e. 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 Term.
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 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 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 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
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and other documents and data (and copies thereof) relating 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 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. as businesses exist or are in process on
the date of the termination of Executive's employment. "Business"
means the sale and distribution of consumer products which constitutes
more than 5% of the Company's revenues during 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..
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 later of
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 9, 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
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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.
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, legates, 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:
If to the Company:
Remington Products Company, L.L.C.
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
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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).
13. MISCELLANEOUS
a. The parties hereto agree that this Agreement contains the entire
understanding and agreement between them, 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, waived 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. 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.
c. 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 circumstances reduce any benefit
to be provided to Executive hereunder.
d. 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 the year first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By:
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Name: Xxxx X. XxXxx Wilan van den Xxxx
Title: President and CEO
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