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EXHIBIT 10.16
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[EKCO GROUP, INC. LETTERHEAD]
September 21, 1995
Xx. Xxxxxx Xxx
000 Xxxxxxx Xxxxx Xxxxxxxxx #0
Xxxxxxxxxx, Xx. 01545
HAND DELIVERY BY XXXXXXX X. XXXXXXXXX
Dear Xxx:
This letter will serve to confirm the agreement which you and Ekco Group, Inc.
including all of of its subsidiaries and affiliates, including Frem Corporation
("Frem"), (together they are all hereinafter referred to as "EKCO"), reached
with respect to the severance arrangement occasioned by your voluntary
resignation as an employee and officer of Frem Corporation and EKCO and the
termination of the employment agreement between you on the one hand and Frem and
EKCO Group, Inc. on the other, dated as of February 12, 1995 (together with any
and all amendments, including the amendment of April 4, 1995, are hereinafter
referred to as the "Employment Agreement").
The following constitutes the agreement:
1. You hereby voluntarily resign from your positions as Corporate Director
of Manufacturing as well as any and all other positions you now hold
either as an officer or director of EKCO and any of its subsidiaries
and affiliates. Your resignation will be effective as of September 15,
1995.
2. The severance arrangements recited herein shall be in lieu of and take
the place of any and all rights which you may have pursuant to the
Employment Agreement, EKCO and Frem severance, vacation accrual and
other types of employment policies, and any rights you may have
pursuant to any federal, state or local laws, statutes, or ordinances
and the regulations promulgated thereunder, relating in any way to your
employment with Frem and EKCO, the termination of such employment or
severance or compensation benefits incident to either.
3. Upon the execution of this letter agreement EKCO shall pay you in a
lump sum the gross amount of $192,088 as detailed specifically on
Exhibit A attached hereto less amounts required to be withheld for
Federal and State tax purposes also detailed on Exhibit A. Furthermore,
through the earlier of September 14, 1997 or when you secure employment
either as an employee or as an independent contractor (hereinafter the
"Reemploymnet Date), EKCO shall provide you with continuation of the
medical, dental and life insurance benefits currently in effect (but
not disability insurance of any kind). Should any changes be effected
on this coverage such that the benefits are limited or the cost to you
increases you agree to accept such changes provided that they are being
applied to you on a non-discriminatory basis.
4. From September 15, 1995, you will not be eligible to participate in the
Ekco Group, Inc. Employee Stock Purchase Program, the EKCO 401(K) Plan
and the Ekco Group, Inc. disability insurance policy and benefits.
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5. The options detailed below to acquire Ekco Group, Inc. common stock are
exercisable up to the dates indicated below in accordance with the
terms of the Ekco Group, Inc. 1987 Stock Option Plan and the respective
plan agreements. Please contact Xxxxx Xxxxxxx, Esq. if you desire to
exercise any of the options detailed below prior to the date applicable
to each such option.
OPTIONS: LAST DAY TO EXERCISE
20,000 shares at an option price of $2.25 per share (10/28/88 grant date) 12/14/95
25,000 shares at an option price of $2.5625 per share (1/18/90 grant date) 03/16/96
27,500 shares at an option price of $10.0625 per share (1/13/92 grant date) 03/13/96
60,000 shares at an option price of $11.3125 per share (1/19/93 grant date) 03/16/96
20,000 shares at an option price of $7.5625 per share (1/25/94 grant date) 03/16/96
6. You have purchased 2,540 shares of EKCO common stock pursuant to EKCO's
restricted stock purchase plans. As of September 15, 1995 the
restrictions against transfer will lapse. Pursuant to Federal income
tax regulations EKCO is required to withhold no less than 28% of the
value as of September 15, 1995 of such restricted stock (less the
initial purchase price paid by you). You have asked and we have
withheld Federal income taxes at the rate of 35%.
7. You have returned to EKCO on September 18, 1995 the Cadillac Seville
automobile owned by EKCO which you had been utilizing as your company
vehicle. XXXX accepts the condition of the automobile as returned by
you.
8. You have returned to EKCO on or September 18, 1995, in a condition
acceptable to EKCO, the facsimile machine and AST personal lap top
computer which are owned by EKCO and were in your possession. You also
returned to EKCO on September 18, 1995 all business records and
documents and all copies thereof relating to any of EKCO's activities
which are not otherwise public documents.
9. You returned to EKCO on September 18, 1995, any and all credit cards,
travel cards, travel letters, telephone credit cards, and the like
which were in your possession which belong to EKCO. You are further
directed and agree not to use any of the above-mentioned cards or
credit devices. Effective September 15, 1995 any charges by you to the
telephone numbers (000) 000-0000 shall be on your account and not for
the account of EKCO.
10. Reference is made to "Section 8, Confidentiality and Non Competition",
in the Employment Agreement . You hereby reaffirm and agree to the
obligations you assumed pursuant thereto for the period running to and
through September 14, 1997.
11. You, on the one hand, and XXXX, on the other hand, acknowledge to one
another the obligation to continue the relationship between the two in
a fair and responsible manner. As a result, you and EKCO agree not to
intentionally disparage or damage the other.
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12. You hereby represent that, except for the continuing obligations of
EKCO specifically described in this letter, there are no claims which
may or will be made against EKCO, their employees, officers, directors
and stockholders and any and all of their subsidiaries and affiliates
arising out of any events which occurred prior to today's date.
13. You irrevocably and unconditionally release, remise, and forever
discharge EKCO, their affiliates and their officers, directors,
employees, agents, owners and attorneys on account of any claim which
you may have on the date of this agreement, including, without
limitation, any claim arising from or related to your employment
relationship with EKCO or the termination thereof including, without
limitation, claims for discrimination under the Massachusetts Fair
Employment Practices Statute, M.G.L. c. 151B (as amended) (including,
but not limited to, claims for discrimination based upon age), the Age
Discrimination in Employment Act (as amended), 29 U.S.C.Sections 621 et
seq., the Employee Retirement Income Security Act (as amended), the
Americans with Disabilities Act, wrongful discharge, breach of express
or implied contract, breach of a covenant of good faith and fair
dealing, violation of public policy, defamation, interference with
contractual relations, intentional or negligent infliction of emotional
distress, misrepresentation, deceit, fraud, negligence, or any other
statutory or common law claim under any state or federal law.
14. The parties agree that you shall have until October 12, 1995 to accept
the terms of this agreement by signing below, and you are advised to
consult an attorney before signing. In addition, should you accept the
terms of this agreement, you may rescind your assent to this agreement
if, within seven (7) days from the date you sign this agreement, you
deliver in writing to Xxxxxxx X. Xxxxxxxxx at Ekco Group, Inc., 00 Xxxx
Xxxxx Xxxx, Xxxxxx, XX, a written notice of recision. To be effective,
such recision must be: (1) postmarked within the seven-day period; (2)
properly addressed to Ekco Group, Inc. 00 Xxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxx, Xxx Xxxxxxxxx 00000, Attention Xxxxxxx X. Xxxxxxxxx; and (3)
sent by certified mail, return receipt requested and include the check
presented to you by EKCO on September 22, 1995 in the amount of $110,
204. If you cash the aforementioned check you will have waived your
right to rescind this Agreement. You and EKCO and FREM, will execute a
mutual, general release in the form attached hereto as Exhibit B.
15. This agreement constitutes the entire agreement between you and EKCO
with respect to your separation. No variations or modifications hereof
shall be deemed valid unless reduced to writing and signed by the
parties hereto.
16. This Agreement is made pursuant to the laws of the State of New
Hampshire, and questions as to its validity and effect shall be
governed thereby. Any provision of this Agreement which is prohibited
or unenforceable in accordance with such laws shall be ineffective as
to the extent of such prohibition and unenforceability without
invalidating the remaining provisions hereof.
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If the above accurately represents our agreement, please indicate your
acknowledgement thereof by signing your name below where indicated.
ACCEPTED AND AGREED: EKCO GROUP, INC. ON BEHALF
OF ITSELF AND ITS SUBSIDIARIES
AND AFFILIATES
/S/XXXXXX X. XXX By: /S/XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxx
Title: EVP/CFO
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