EMPLOYMENT AGREEMENT SECOND EXTENSION
This Employment Agreement Second Extension ("Second Extension") by and
between Outlook Group Corp., a Wisconsin corporation (the "Employer"), and
Xxxxxx X. Xxxxxx (the "Employee") is made as of the 1st day of June, 2003.
Reference is made to the Employment Agreement, made the 18th day of August,
1999, by and between Employer and Employee, as extended and amended by the
Employment Agreement Extension of June 1, 2001 (together, the "Employment
Agreement").
EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual
promises and agreements hereinafter set forth, as follows:
1. EXTENSION. The Employer and the Employee hereby agree and
confirm that the Employment Agreement is extended for the
period from June 1, 2003 until May 31, 2005, and is renewable
by mutual consent on or before June 1, 2005.
2. COMPENSATION. Employer agrees to pay Employee, during the term
of this Agreement, cash compensation consisting of a salary,
along with incentives, 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 cash compensation except as
expressly provided for in this Agreement, or as provided for
by the Compensation Committee of the Board of Directors.
3. EMPLOYER INITIATED TERMINATION. For purposes of determining an
"Employer initiated termination" under Section 4 of the
Employment Agreement, such term shall include, without
limitation, a failure of the Employer to offer a renewal on or
before June 1, 2005 on terms at least substantially similar to
the terms hereof.
4. CHANGE IN CONTROL. "Change in control" as used in the
Employment Agreement shall mean a "change in control" as
defined in the Outlook Group Corp. 1999 Stock Option Plan (the
"Option Plan").
5. OTHER PROVISIONS NOT MODIFIED. Except as modified hereby, the
other terms and conditions of the Employment Agreement remain
in full force and effect as provided therein. Except for any
award agreements under the Option Plan and for any writings
contemplated by Exhibit "A" hereto, this Second Extension
supercedes any other agreements between the parties relating
to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
Second Extension on February 3, 2004, effective as of June 1, 2003. By so
executing, the parties acknowledge that they have read and fully understand all
the terms and conditions included in this Extension and acknowledge receipt of
an executed copy of this Extension.
EMPLOYEE: OUTLOOK GROUP CORP.:
_____________________________ By:______________________________
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Chairman
Enclosures: Exhibit "A"
Employment Agreement.
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EXHIBIT "A"
TO EMPLOYMENT AGREEMENT (AS EXTENDED BY THE
SECOND EXTENSION) BETWEEN
OUTLOOK GROUP CORP. AND
XXXXXX X. XXXXXX
EFFECTIVE AS OF JUNE 1, 2003
COMPENSATION
1. SALARY EFFECTIVE JUNE 1, 2003
Employer agrees to pay Employee bi-weekly salary shall continue as
$8,653.85 each two (2) weeks ($225,000 per year equivalent) on its
regular payroll. That salary will be in effect for each of fiscal 2004
and fiscal 2005, unless modified by mutual agreement of the Employee
and the Employer.
2. BONUS UPON SIGNATURE
In recognition of efforts to date in fiscal 2004 which are not
necessarily reflected in the Employer's financial results, Employee
shall be paid a cash bonus of $25,000 on the next normal payroll date
after the execution of this Second Extension.
3. ADDITIONAL PERFORMANCE BONUS OPPORTUNITY
In addition to the bonus provided above, Employee shall have the
opportunity to earn fiscal 2004 and fiscal 2005 bonuses as follows:
(a) Baksha shall be paid a cash bonus of $1,500 for each cent of
diluted total net earnings per share earned by the Employer in
fiscal 2004 and in a cash bonus of $1,500 for each one cent
($0.01) of diluted total net earnings per share earned by the
Employer in fiscal 2005. Except as provided below, such
earnings per share shall be determined in accordance with
generally accepted accounting principles consistently applied
in a manner consistent with the Employer's prior financial
statements. Each such bonus shall be paid, if earned, on the
next normal payroll date after the announcement of the
Employer's financial results for the applicable fiscal year.
(b) Certain transactions which may be in the Employer's best
interests could disrupt the Employer's ability meet the
earnings test set forth in paragraph (a) above.
(i) In the event that the Employer executes a
definitive agreement during the Term which would
result in a change in control of the Employer, and
the transactions contemplated by that agreement are
in fact consummated prior to the date on which a
bonus with respect to that year would be paid, the
bonus for that fiscal year shall be the greater of
(x) the
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amount determined under paragraph (a) above and (y)
a fixed bonus of $75,000. Such bonus amount is in
addition to other rights, if any, that the Employee
may have in the event of a change in control.
(ii) In the event the Employer enters into a
significant multi-year supply chain or management
agreement with any prospect which either has been
discussed with the Board in the December 2003 board
meeting, or which is consented in advance in writing
by the Chairman of the Compensation Committee, the
net amount of any unusual start-up costs or expenses
(or any similar gains) related to such agreement
shall be excluded from the determination of the
Employer's net income and/or expense when making the
determination on paragraph (a) above.
4. CAR ALLOWANCE
Monthly reimbursement rate is set at $1,000, which includes all auto
related expenses including gas.
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