Exhibit 10.47
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 1ST day of NOVEMBER, 1992, by and between
BOWATER INCORPORATED, a Delaware corporation having a mailing address of XXX
XXXXXXXXX XXXXX, XXXXXX, XXXXXXXXXXX 00000, (the "Corporation"), and XXXXX X.
XXXXX of XXXXXXX CROSSING APTS., 00 XXXXX XXXXX, XXXXXXXXXX, XXXXX XXXXXXXX
00000 (the "Executive").
WHEREAS, the Corporation desires to employ the Executive as Associate
General Counsel; and
WHEREAS, the Executive is desirous of serving the Corporation in such
capacity;
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. During the term of this Agreement the Corporation agrees
to continue to employ the Executive, and the Executive agrees to continue in the
employ of the Corporation, in accordance with and subject to the provisions of
this Agreement.
2. Term.
(a) Subject to the provisions of subparagraphs (b) and (c) of this
Section 2, the term of this Agreement shall begin on the date
hereof and shall continue thereafter until terminated by
either party by written notice given to the other party at
least thirty (30) days prior to the effective date of any such
termination. The effective date of the termination shall be
the date stated in such notice, provided that if the
Corporation specifies an effective date that is more than
thirty (30) days following the date of such notice, the
Executive may, upon thirty (30) days' written notice to the
Corporation, accelerate the effective date of such
termination.
(b) Notwithstanding Section 2(a), upon the occurrence of a Change
in Control as defined in the Severance Agreement of even date
between the Corporation and the Executive (the "Severance
Agreement"), the term of this Agreement shall be deemed to
continue until terminated, but in any event, for a period of
not less than three (3) years following the date of the Change
in Control, unless such termination shall be at the
Executive's election for other than "Good Reason" as that term
is defined in the Severance Agreement.
(c) Notwithstanding Section 2(a), the term of this Agreement shall
end upon: (i) the death of the Executive; (ii) the inability
of the Executive to perform his duties properly, whether by
reason of ill-health, accident or other cause, for a period of
one hundred and eighty (180) consecutive days or for periods
totaling one hundred and eighty (180) days occurring within
any twelve (12) consecutive calendar months; or (iii) the
executive's retirement on his early or normal retirement date.
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Exhibit 10.47
3. Position and Duties. Throughout the term hereof, the Executive shall
be employed as Associate General Counsel of the Corporation, with the duties and
responsibilities customarily attendant to that office, provided that the
Executive shall undertake such other and further assignments and
responsibilities of at least comparable status as the Board of Directors may
direct. The Executive shall diligently and faithfully devote his full working
time and best efforts to the performance of the services under this Agreement
and to the furtherance of the best interests of the Corporation.
4. Place of Employment. The Executive will be employed at the
Corporation's offices in the City of Greenville, South Carolina or at such other
place as the Corporation shall designate from time to time, provided, however,
that if the Executive is transferred to another place of employment,
necessitating a change in his residence, the Executive shall be entitled to
financial assistance in accordance with the terms of the Corporation's
relocation policy then in effect.
5. Compensation and Benefits.
(a) Base Salary. The Corporation shall pay to the Executive a base
salary at the annual rate of $125,000, payable in
substantially equal periodic installments on the Corporation's
regular payroll dates. The Executive's base salary shall be
reviewed at least annually and from time to time may be
increased (or reduced, if such reduction is effected pursuant
to across-the-board salary reductions similarly affecting all
management personnel of the Corporation).
(b) Bonus Plan. In addition to his base salary, the Executive
shall be entitled to receive a bonus under the Corporation's
bonus plan in effect from time to time determined in the
manner, at the time, and in the amounts set forth under such
plan.
(c) Benefit Plans. The Corporation shall make contributions on the
Executive's behalf to the various benefit plans and programs
of the Corporation in which the Executive is eligible to
participate in accordance with the provisions thereof as in
effect from time to time.
(d) Vacations. The Executive shall be entitled to paid vacation,
in keeping with the Corporation's policy as in effect from
time to time, to be taken at such time or times as may be
approved by the Corporation.
(e) Expenses. The Corporation shall reimburse the Executive for
all reasonable expenses properly incurred, and appropriately
documented, by the Executive in connection with the business
of the Corporation.
(f) Perquisites. The Corporation shall make available to the
Executive all perquisites to which he is entitled by virtue of
his position.
6. Nondisclosure. During and after the term of this Agreement, the
Executive shall not, without the written consent of the Board of Directors of
the Corporation, disclose or use directly or indirectly, (except in the course
employment hereunder and in furtherance of the business of the Corporation or
any of its subsidiaries and affiliates) any of the trade secrets or other
confidential information proprietary data of the Corporation or its subsidiaries
or affiliates; provided, however, that confidential information shall not
include any information known generally to public (other than as a result of
unauthorized disclosure by the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same or similar
businesses.
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Exhibit 10.47
7. Noncompetition. During the term of this Agreement, and for a period
of one (1) year after the date the Executive's employment terminates, the
Executive shall not, without the prior approval of the Board of Directors of the
Corporation in the same or a similar capacity engage in or invest in, or aid or
assist anyone else in the conduct of any business (other than the businesses of
the Corporation and its subsidiaries and affiliates) which directly competes
with the business of the Corporation and its subsidiaries and affiliates as
conducted during the term hereof. If any court of competent jurisdiction shall
determine that any of the provisions of this section 7 shall not be enforceable
because of the duration or scope thereof, the parties hereto agree that said
court shall have the power to reduce the duration and scope of such provision to
the extent necessary to make it enforceable and this Agreement in its reduced
form shall be valid and enforceable to the extent permitted by law. The
Executive acknowledges that the Corporation's remedy at law for a breach by the
Executive of the provisions of this Section 7 will be inadequate. Accordingly,
in the event of the breach or threatened breach by the Executive of this Section
7, the Corporation shall be entitled to injunctive relief in addition to any
other remedy it may have.
8. Severance Pay. If the Executive's employment hereunder is
involuntarily terminated for any reason other than those set forth in Section
2(c) hereof, then unless the Corporation shall have terminated the Executive for
"Cause", the Corporation shall pay the Executive severance pay in the amount
equal to twelve months of the Executive's base salary on the effective date of
the termination plus 1/12 of the amount of the last bonus paid to the Executive
under the Corporation's bonus plan applicable to the Executive for each month in
the period beginning on January 1 of the year in which the date of the
termination occurs and ending on the date of the termination and for each
months' base salary to which the Executive is entitled under this Section 8,
provided however, that any amount paid to the Executive for services rendered
subsequent to the thirtieth (30th) day following the communication to the
Executive of notice of termination shall be deducted from the severance pay
otherwise due hereunder. Such payment shall be made in a lump sum within ten
(10) business days following the effective date of the termination. The
severance pay shall be in lieu of all other compensation or payments of any kind
relating to the termination of the Executive's employment hereunder; provided
that the Executive's entitlement to compensation or payments under the
Corporation's retirement plans, stock option or incentive plans, savings plans
or bonus plans attributable to service rendered prior to the effective date of
the termination shall not be affected by this clause and shall continue to be
governed by the applicable provisions of such plans; and further provided that
in lieu hereof, at his election, the Executive shall be entitled to the benefits
of the Severance Agreement of even date between the Corporation and the
Executive, if termination occurs in a manner and at a tine when such Severance
Agreement is applicable. For purposes of this Agreement, the term for "Cause"
shall mean because of gross negligence or willful misconduct by the Executive
either in the course of his employment hereunder or which has a material adverse
effect on the Corporation or the Executive's ability to perform adequately and
effectively his duties hereunder.
9. Notices. Any notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered or mailed, by registered or certified mail, return receipt requested
to the respective addresses of the parties set forth above, or to such other
address as any party hereto shall designate to the other party in writing
pursuant to the terms of this Section 9.
10. Severability. The provisions of this Agreement are severable, and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of any other provision.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the substantive laws of the State of Connecticut.
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Exhibit 10.47
12. Supersedure. This Agreement shall cancel and supersede all prior
agreements relating to employment between the Executive and the Corporation,
except the Severance Agreement.
13. Waiver of Breach. The waiver by a party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
prior or subsequent breach by any of the parties hereto.
14. Binding Effect. The terms of this Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the Corporation and
the heirs, executors, administrators and successors of the Executive, but this
Agreement may not be assigned by the Executive.
IN WITNESS WHEREOF, the Corporation and the Executive have executed
this Agreement as of the day and year first above written.
BOWATER INCORPORATED
/s/ R.E. Gufstafson By /s/ X.X. Xxxxxx
--------------------------------- -----------------------------------
Witness Its
/s/ Oleanthean Xxxxxxx /s/ Xxxxx X. Xxxxx
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Witness XXXXX X. XXXXX
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