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EXHIBIT 10.3
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT, is made as of the 1st day of June,
2001, by and between OUTLOOK GROUP CORP., a Wisconsin corporation ("OGC"), and
Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx serves as the non-employee chairman of the board and
chief executive officer of OGC and is compensated therefor as an independent
contractor, with compensation determined from time to time by the Compensation
Committee of the Board of Directors (the "Committee"); and
WHEREAS, OGC wishes to incent Xxxxxxx to continue service and
participate actively in management of OGC until there occurs a transaction which
could involve a change in control of OGC;
EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual
promises and agreements hereinafter set forth, as follows:
1. COMPENSATION EXPENSES: The compensation of Xxxxxxx shall be determined
from time to time by the Committee.
EXPENSE REIMBURSEMENT. During the period of this agreement, Xxxxxxx
shall be reimbursed for all of his reasonable and necessary expenses
actually incurred in the performance of service and duties for OGC, in
accordance with the general policy of OGC, authorized and adopted from
time to time. Xxxxxxx'x expenses shall be recorded on an itemized
expense account.
2. INDEPENDENT CONTRACTOR. Xxxxxxx shall not be an employee of OGC, and is
and shall remain an independent contractor. Xxxxxxx shall not be
entitled to any benefits of an employee of OGC. The parties also agree
and acknowledge that Xxxxxxx maintains other employment and in
connection therewith provides services to his employer and to other
persons and entities contracting with his employer.
3. TERM AND TERMINATION. Except as provided below in the case of change in
control, this 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
4. CHANGE IN CONTROL. In the event there is a change of control of the
employer which has occurred within the prior year or a proposed change
in control has been announced and is pending, and one of the below
listed events occurs, Xxxxxxx will then be entitled to receive
continued compensation, at the level in effect immediately prior
thereto, for a period of twenty-six (26) two-week periods following the
date in which the below listed event occurs
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Events referred to above:
a. This agreement or Xxxxxxx'x positions with OGC are
terminated by OGC for reasons other than dishonesty
or fraud which has an adverse impact on the employee
of ten-thousand dollars ($10,000) in aggregate.
x. Xxxxxxx terminates his arrangements as a result of
the occurrence of such a change in control.
"Change in Control" shall mean a "change in control" as defined in
OGC's 1999 Stock Option Plan.
5. 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 further agree that the
provisions of this section may not be waived except
as herein set forth.
b. 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.
c. 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.
d. 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.
e. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives.
f. 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.
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IN WITNESS WHEREOF, the parties have executed this Change in Control
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.
OUTLOOK GROUP CORP.:
By:
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Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, President
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