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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made and executed in duplicate, this 1st day of June,
1997, by and between OUTLOOK GROUP CORPORATION, a Wisconsin corporation,
(hereinafter referred to as "Employer") and Xxxxxx X. Xxxxxx (hereinafter
referred to as "Employee").
EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual promises
and agreements hereinafter set forth, as follows:
1. EMPLOYMENT. Employer agrees to employ Employee as President and Chief
Operating Officer to perform the duties related to said positions, and
Employee hereby accepts and agrees to such employment. Employee
shall perform the duties as are customarily performed by one holding such
positions in a business such as Employer's. Employee shall also
unconditionally render other and related services and duties as Employer
may assign to him or ask of him from time to time. Employer reserves the
right to change from time to time the nature and scope of Employee's
duties and position.
2. COMPENSATION. Employer agrees to pay Employee during the term of this
Agreement, a compensation consisting of a salary to be determined
annually, along with an incentive earnings opportunity, also to be
determined annually, as provided in "Exhibit A", attached, which is
a part of this Agreement.
All compensation shall be subject to the customary withholding tax and
other employment taxes as required with respect to compensation paid by a
corporation to an employee. Employee shall not be entitled to any other
compensation except as expressly provided for in this Agreement, or as
provided for by the Compensation Committee of the Board of Directors.
3. SERVICES AND BEST EFFORTS OF EMPLOYEE. Employee agrees that he will at
all times faithfully, industriously, and to the best of his ability,
experience, and talent perform all the duties that may be required of him
pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of Employer. Employee agrees to devote his entire working
time and attention to the performance of his duties for the Employer,
except for authorized vacation periods or periods of illness.
The expenditure of reasonable amounts of time for personal business,
charitable, and professional business, charitable, and professional
activities shall not be deemed a breach of this Agreement provided such
activities do not materially interfere with the services to be rendered
for Employer hereunder.
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4. TERM AND TERMINATION. The term of employment is for two(2) years,
beginning June 1, 1997, and is renewable June 1, 1999. However, the
agreement may be terminated by either party, at any time, with or without
cause or reason, upon thirty (30) calendar days written notice being given
to the other party of such termination. In the event of Employer
initiated termination for any reason, other than dishonesty, fraud which
has an adverse impact on the Employer in excess of Ten Thousand Dollars
($10,000.00) in the aggregate, or violation of paragraphs 8 or 9 of this
agreement, the Employee shall be entitled to receive his bi-weekly salary
each two weeks for a period of twenty-six (26) two-week periods following
the termination date. (Also, employee will receive any bonus earned
through the last day of active employment.)
In the event there is a change of control of the employer and one of
the below listed events occurs, said employee will then be entitled to
continue in the Corporate Benefit Programs as addressed in Point #7 plus
receive his bi-weekly salary each two weeks for a period of fifty-two (52)
two-weeks periods following the date in which the below listed event
occurs. (Also, employee will receive any bonus earned through the last
day of active employment.)
Referred to events as mentioned above:
a. The employee is terminated by the employer for reasons other than
dishonesty, fraud which has an adverse impact on the employee of
ten-thousand dollars ($10,000) in aggregate or violation of
paragraph 8 or 9 of this agreement.
b. Change in employment status as it relates to relocation,
authority or compensation and said employee terminates his
employment.
c. An employment agreement is not renewed within ninety (90) days
prior to the listed expiration date of this agreement and said
employee terminates his employment.
5. VACATION. Employee shall be entitled to the number of vacation days
authorized from time to time by Employer. If vacation is not taken, the
same shall not become cumulative, nor shall the Employee draw extra
compensation if he does not take his vacation. The time of Employee's
vacation shall be determined by the Employee, with provision for on-going
business responsibilities during his absence arranged by the Employee.
6. EXPENSE REIMBURSEMENT. During the period of his employment, Employee
shall be reimbursed for all of his reasonable and necessary expenses
actually incurred in the performance of service and duties for Employer,
in accordance with the general policy of Employer, authorized and adopted
from time to time. Employee's expenses shall be recorded on an
itemized expense account.
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7. EMPLOYEE BENEFITS. During the period of his employment, Employee shall be
entitled to participate in Employee benefit plans authorized and adopted
from time to time by Employer, and any other benefits authorized by the
Compensation Committee of the Board of Directors.
8. COVENANT NOT TO COMPETE. In connection with the employment of Employee
pursuant to this Agreement, Employee hereby agrees, acknowledges, and
recognizes that the following are important to Employer and that one or
more of the following are expected to be or become applicable to this
employment relationship: (a) on account of this employment, Employee will
acquire important business information about Employer including but not
limited to Employer's products and method of doing business, which
information if used, disclosed, or applied other than for Employer's
benefit can be expected to cause serious and substantial damage to
Employer; (b) Employee's service with Employer may result in frequent
contact with customers of Employer which may result in close relationships
and the association of Employer's good will with Employee; (c) Employer's
business information and customer relationships are significant assets
owned by Employer which are developed by substantial investment of time
and effort; Employer's business information and the identity of Employer's
customers are not meant to be generally or specifically known by or
disclosed to actual or potential competitor(s) of Employer; (d) Employer
has a legitimate interest in protecting its business information and
relationships; (e) Employee's skills and knowledge of Employer's business
information and relationships are of an unique nature which will be
further developed and acquired during Employee's employment with Employer:
and (f) Employer has a legitimate interest in protecting its good will,
customer lists and relationships, products, method of doing business, and
other business information, by means of enforcement of this Covenant Not
To Compete set forth in this Paragraph.
Employee further acknowledges that in the course of his employment with
Employer, Employee is placed in a position of trust and confidence by
Employer with respect to Employer's methods of doing business and with
respect to Employer's customers. This Covenant Not To Compete is an
inducement to cause Employer to execute this Agreement and as a condition
and in consideration of such employment, and continued employment, raises,
promotions and/or other benefits provided to Employee by Employer.
Employee covenants and agrees with Employer that at all times during the
term of his employment with Employer and for a period of six (6) months
after the termination of his employment with Employer for any reason
whatsoever, with or without cause, Employee shall not, either directly or
indirectly, engage in or participate in any capacity, whether as an
employee, independent contractor, owner, partner,
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stockholder, officer, director, consultant, sole proprietor, co-venturer,
agent, or otherwise, with or without compensation, in or with
any business enterprises, of any kind, which is competitive with the
business in which the Employer was engaged at any time during the one (1)
year period immediately prior to termination of Employee's employment with
Employer. Notwithstanding the foregoing, this Covenant Not To Compete is
not intended to prohibit the Employee from working for an employer having
multiple divisions, one or more of which divisions is engaged in a
business which is competitive with Employer's business, so long as the
Employee is not employed by or does not provide services to or perform
work for any competing division and so long as Employee does not disclose
confidential information to the other employer, or any of its divisions,
regarding any aspect of Employer's business.
This Covenant Not To Compete shall be limited to the geographical areas
within the field or area of Employer's activities during the course of
Employee's employment with Employer. This Covenant Not To Compete applies
to all competition occurring within the geographical area specified, even
though the headquarters or office of the competitor may be outside of the
area specified.
9. CONFIDENTIAL INFORMATION AND RECORDS. Employer is engaged or will engage
in a very competitive industry and marketplace. Employer expects to
accumulate substantial know-how and other information, at much effort and
cost, all of which is not generally known, relating to all or some of the
following: its existing and contemplated products, services, procedures,
methods of doing business, machinery and equipment, compositions,
technology, formulas, know-how, methods of production and providing
services, research and development programs and plans, sales and marketing
methods, existing and prospective customers and suppliers, customer lists,
customer usages and requirements, financial matters, contractual and other
agreements or business relationships, and other confidential business
information, trade secrets and data (all hereinafter referred to as
"Confidential Information"). This Confidential Information is essential to
the well-being and success of Employer.
Employee acknowledges that his employment entails a position of trust, and
that Employee has or will have access to Confidential Information.
Employee further acknowledges that such Confidential Information is vital
to the personal development, advancement, and economic security of each
person who looks to Employer as the principal means for providing
continuing opportunities for personal growth and promotion, and that the
acquisition of such Confidential Information by a competitor of Employer
would not only injure Employer, but
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would also put Employer's personnel and their jobs in jeopardy.
For the above reasons, as an inducement to cause Employer to execute this
Agreement, and in further consideration of Employee's employment and
continued employment, raises, promotions, and/or other benefits provided
to Employee by Employer, Employee agrees as follows: (i) except as
required by Employee's duties to Employer, not to at any time directly or
indirectly disclose to or use for others or appropriate for his own
personal use or cause to be used by others any Confidential Information
without first obtaining the written consent of Employer to do so; (ii) all
records and other writings of Confidential Information prepared by
Employee, or which come into his possession or control, or which he has
access to, are and shall remain the exclusive property of Employer, and
upon termination of Employee's employment, Employee will not remove any
such records or copies thereof, but all shall be left with Employer, and
any such records or copies not with Employer and in Employee's possession
or control, shall be, upon termination of employment, immediately returned
to Employer along with any other property of Employer.
The requirements of this Paragraph shall apply during the time of
Employee's employment with Employer and thereafter unless it can be
conclusively demonstrated that such Confidential Information (i) has
through no act or fault of Employee become part of the public domain, or
(ii) is no longer important or to be kept confidential for the
protection or well-being of Employer.
10. INJUNCTIVE RELIEF; EMPLOYEE'S ACKNOWLEDGMENT. Employee acknowledges that
any actual or threatened breach of (i) the Covenant Not To Compete set
forth herein or (ii) the provisions regarding Confidential Information and
records set forth herein, is likely to result in immediate and irreparable
harm to Employer. Employee also acknowledges and admits that there may be
no adequate remedy at law for his breach or a threatened breach and
therefore Employer shall be entitled to immediate equitable relief by way
of both temporary and permanent injunctions, (including compensatory
injunctions prohibiting Employee from engaging in the restricted activity
for the full period of the agreed time plus the additional period of time
equal to the term of any violation of such restrictive covenant) and also
money damages insofar as can be determined under the circumstances, and
such further relief as any court with jurisdiction may deem just and
proper.
Furthermore, Employee shall be responsible to pay to Employer all
Employer's actual and reasonable attorneys' fees and other legal costs
occasioned by and successful enforcement of this Agreement. Nothing
contained in this Agreement shall prevent Employer from availing
itself from any other right or remedy
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to which Employer is entitled under this Agreement or otherwise, and the
parties agree that all rights and remedies available to Employer are
cumulative including but not limited to injunctive relief, money damages
from Employee.
Employee further acknowledges that the restrictions (including as to
time and geography) contained in the provisions for the Covenant Not To
Compete and relating to the Confidential Information of Employer are
reasonable and are not now (and are not expected to be in the future)
onerous, harsh, or oppressive. Employee further acknowledges that these
restrictions do not, and are not expected to in the future, create or
result in a hardship to Employee in pursuit of a livelihood or in the
support of himself or his dependents, whether or not he is employed by
Employer. Employee further acknowledges that after termination of his
employment with Employer, he will be reasonably able to earn a livelihood
without violating this Covenant Not To Compete and the provisions relating
to Confidential Information. Employee hereby agrees that the Covenant Not
To Compete and the provisions relating to Confidential Information of
Employer shall survive Employee's termination of employment with or
without cause. Employee agrees to notify any prospective employer of the
existence of this Agreement.
11. EMPLOYER'S AUTHORITY. Employee agrees to observe and comply with the rules
and regulations of Employer, as adopted, created, or implemented from time
to time by Employer's Board of Directors, respecting the performance of his
duties. Although Employee may be an officer or director of Employer, he
shall have no authority whatsoever to act unilaterally on behalf of the
Employer under this Agreement regarding Employer's relationship with
Employee.
12. PERSONAL CONTRACT. Employer is entering into this Agreement on account of
the skills and knowledge of Employee, and this Agreement is personal as to
Employee. Employee may not assign or delegate his rights and/or duties
under this Agreement. This Agreement shall automatically terminate in the
event that Employee is unable or unwilling to perform, or does not perform,
his duties of employment hereunder.
13. MISCELLANEOUS.
a. No waiver or modification of this Agreement or of any covenant,
condition, or limitation herein contained shall be valid unless in
writing and duly executed by all parties to this Agreement; and no
evidence of any waiver or modification shall be offered or received in
evidence in any proceeding, arbitration, or litigation between the
parties hereto arising out or affecting this Agreement, or the rights
or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid, and the parties
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further agree that the provisions of this section may not be waived
except as herein set forth.
b. The failure of Employer at any time to require performance by
Employee of any provision expressed herein shall in no way affect or
prejudice Employer's right thereafter to enforce such provision or
any other provision; nor shall the waiver by Employer of any breach
of any provision expressed herein be taken or held to be a waiver
of such provision itself.
c. All agreements and covenants contained herein are severable, and in
the event any of them shall be held to be invalid by any competent
court, this contract shall be interpreted as if such invalid
agreements or covenants were not contained herein.
d. The captions which are underlined at the beginning of the paragraphs
of this Agreement are chiefly for the purpose of convenience and if
the same be in conflict with the text, the text shall control.
e. It is the intention of the parties hereto that this Agreement shall
be governed by its terms and construed in accordance with and under
and pursuant to the internal laws of the state of Wisconsin.
f. As used in this Agreement, words in the singular may mean the plural
number and words used in the plural number may mean the singular
number; and words used in any gender may mean any other gender.
g. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, heirs and
legal representatives subject to the paragraph above entitled
"Personal Contract."
h. All notices required under this Agreement shall be duly given if
delivered to the other party or mailed postage prepaid to the
respective party's last known address. Notices shall be effective
when personally delivered, or when sent by telegram, or by mail when
sent by certified, registered, or regular mail and deposited in the
United States mail, postage prepaid, and sent to the respective
address of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written and by so executing, the parties acknowledge that they
have read and fully understand all the terms and conditions included in this
Agreement and acknowledge receipt of an executed copy of this Agreement.
Enclosure: Exhibit "A"
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EMPLOYEE: FOR THE EMPLOYER:
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Xxxxxx X. Xxxxxx Xxxxx Xxxxxx
Compensation Committee
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Xxxxxx Xxxxxxx
Compensation Committee
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Xxx Xxxxxxx
Chairperson
Compensation Committee
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EXHIBIT "A"
TO EMPLOYMENT AGREEMENT BETWEEN
OUTLOOK GROUP CORPORATION AND
XXXXXX X. XXXXXX
EFFECTIVE JUNE 1, 1997
COMPENSATION
1. SALARY EFFECTIVE JUNE 9, 1997
Employer agrees to pay Employee a bi-weekly salary, effective June 9,
1997, of $6,730.77 each two (2) weeks ($175,000 per year equivalent) on
its regular payroll.
2. INCENTIVE EARNINGS OPPORTUNITY EFFECTIVE JUNE 1, 1997
Operating Income Level Incentive
$0 to $1,500,000 None
$1,500,001 to $4,300,000 5%
$4,300,001 to above 3%
This is a quarterly program that is annualized. Payments will be made
quarterly with the fourth quarter distribution subject to the year end
audit. Plan payment is maximized at 100% of participants salary.
3. STOCK OPTION
An additional 10,000 shares of Outlook Group's stock will be granted under
the provisions of the Corporate 1990 Stock Option Plan. Stock option
price will be determined in the future by the Compensation Committee.
In the event change of control occurs and the stock option can not be
granted employee will receive the value of the stock option based on a
price of $5.00 per share and the price received by the shareholders in
the change of control.
4. CAR ALLOWANCE
Monthly reimbursement rate is set for $550 which includes all auto related
expenses including gas.
5. Loan Agreement
At the time the window to purchase stock on the public exchange becomes
available to Officers of the Corporation the employer agrees to make
available to the employee a loan in
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the amount up to $100,000 to purchase said employer's stock. The terms of
this loan would be 5 years at the interest rate of the employer line of
credit at the time of the loan.
EMPLOYEE: FOR THE EMPLOYER:
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Xxxxxx X. Xxxxxx Xxxxx Xxxxxx
Compensation Committee
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Xxxxxx Xxxxxxx
Compensation Committee
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Xxx Xxxxxxx
Chairperson
Compensation Committee
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