EXHIBIT 10G
March 6, 1995
Mr. John C. Blackwell
14510 Thornfield Court
Tampa, FL 33624
Dear John:
This is the formal offer of employment that I spoke to you about today on the
telephone. I am particularly pleased to be sending this to you because I
think you represent a very good fit for General Housewares Corp. at this time
in our corporate history and that we represent a very good opportunity for you
at this time in your personal history. Your background and skills are clearly
superior, but I also feel the chemistry is right between General Housewares
Corp. and you for a good relationship.
I don't think I need to provide much more data about the Company in this
letter. I think you have studied it and looked into it carefully. I should
say -- even if it's merely a refresher of what you already know -- that we
have a somewhat unique organization here. Going beyond the lack of formality
in terms of attire, I think we have begun to cultivate an atmosphere without
negative boundaries between parts of the organization. That is not to say
that nobody here has a structured job to do, because clearly there are many of
those. But it is to say that at the top levels of the Company there is a
strategic and collegial atmosphere that prevails. In practical terms, what
this means is that we want everybody involved at the staff level to be
familiar with and contributory to other functions than their own. I would
hope you would find this stimulating and exciting.
The following outlines the compensation package offered you at General
Housewares:
TITLE: Corporate Vice President, Sales and Marketing
REPORTING
RELATIONSHIP: Reports to the President and Chief Executive Officer of
General Housewares Corp.
SCOPE OF
RESPONSIBILITY: Management responsibility for sales and marketing
functions of the Company.
BASE SALARY: $160,000 per year.
INCENTIVE
COMPENSATION: Participate in corporate-wide incentive compensation plan
with top-end awards of 68% of base salary assuming
corporate goals are met.*
For 1995, you will be included in the incentive
compensation plan now in effect on a pro-rated basis.
Assuming your start date is March 20, 1995, and the
maximum goals were achieved, you would receive 68% of your
salary earned from March 20, until December 31, 1995.
STOCK OPTIONS: An option of 10,000 shares at the market value on your
date of employment will be granted by the Compensation
Committee of the Board of Directors.
RESTRICTED STOCK: 3,000 shares of restricted stock at no cost to you which
will vest 2/3 twelve months from your date of employment
and 1/3 twelve months later.
LIFE INSURANCE: Group Life and Accidental Death and Dismemberment
insurance coverage, both at 3 1/2 times your base salary,
plus an additional $500,000 death benefit for Travel
Accident Coverage and a scheduled portion thereof for
dismemberment.
LONG-TERM
DISABILITY: Insured coverage for 60% of base salary up to a maximum of
$5,000 per month to age 65, effective six months after
disability occurs. Yearly premiums to be paid by you.
MEDICAL PLAN/
DENTAL PLAN: Between regular group and supplemental key management
plans, we pay 100% of medical and dental expenses for you
and your eligible dependents. In your case, we will waive
all prior condition restrictions regarding medical
insurance for you and your dependents.
401K SAVINGS
PLAN: After one year of employment, you are eligible to join our
401K, matching contributions savings plan.
* 1995 Plan attached.
PENSION
PLAN: 2% of salary and incentive compensation, for each year of
service, with the average of five highest consecutive
calendar years in the last ten years of employment, up to
a maximum of 25 years or 50% of salary, subject to IRS
requirements. The GHC pension plan vests in five years.
MOVING EXPENSES: The Company will pay 100% of all moving costs and up to
three months of interim personal living expenses
associated with your move to Terre Haute. This includes
personal commuting costs as well as housing in Terre Haute
prior to your move.
AUTOMOBILE: You are entitled to a car lease allowance of $550.00 per
month, to applied in full or in part to a car of your
choice. The prior incumbent in your position leased a
Mercedes-Benz. That lease has one year to run and the
lease allowance will apply to that car until the end of
its lease. All maintenance expenses, replacement parts
(tires, etc.), gasoline and oil, and automobile insurance,
are paid for by GHC.
CLUB MEMBERSHIPS: You are entitled to initiation fees and dues to the
Country Club of Terre Haute and to the MVP Club in the
Boston Connection.
SEVERANCE: If we part company at any time during the first six months
of your employment at GHC, you will be eligible for six
months of severance well as any portion of management
bonus accruing to officers of the Company. In the event
that the Company decides to terminate your employment
after six months, you would receive severance payments (as
defined below) equalling your tenure at GHC, up to one
full year. For example if we part company after seven
months, you would receive seven months of severance; eight
months, eight months, etc., up to a full year.
After one full year, the severance is capped at one year
of salary and whatever portion of the management bonus is
applicable. Acceptance of this arrangement constitutes an
agreement by you not to pursue further remedies against
GHC in the event of your termination by the Company. You
are also covered under our severance compensation plan
which provides longer term severance in the event of
certain circumstances related to a takeover of the
Company. A copy of the present plan is attached.
EFFECTIVE DATE: March 20, 1995.
John, this offer is essentially what we discussed on the telephone. Hope it
is acceptable. Kathy and I look forward to seeing you on March 12, and having
you join us for dinner at The Country Club of Terre Haute.
Sincerely,
/s/ Paul A. Saxton
ACCEPTED:
/s/ John C. Blackwell
Date