EXHIBIT 10j
November 15, 1996
Mr. William V. Higdon
2581 Wimbledon Park Blvd.
Toledo, OH 43617
TITLE: Corporate Vice President, Chief Information Officer
REPORTING
RELATIONSHIP: Reports to the President and Chief Executive Officer of
General Housewares Corp.
SCOPE OF
RESPONSIBILITY: Management responsibility for Information Systems and
Services of the Company.
BASE SALARY: $165,000 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 1996, you will be included in the incentive compensation
plan now in effect on a pro-rated basis. Assuming your start
date is December 1, 1996, and the maximum goals were
achieved, you would receive 68% of your salary earned from
December 1, until December 31, 1996.
Alternatively, in the event that leaving your present job
will nullify an opportunity you have to earn a bonus based on
our 1996 performance, we would pay you a signing bonus based
on our mutual estimate of your 1996 bonus with Merillat.
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 will be granted by the Compensation
Committee of the Board of Directors.
LIFE
INSURANCE: Group Life and Accidental Death and Dismemberment insurance
coverage, both at 3 1/2 times base salary, not to exceed
$500,000 without proof of insurability, plus an additional
$500,000 death benefit for Travel Accident Coverage and a
scheduled portion thereof for dismemberment. Employee
contributes toward coverage.
LONG-TERM
DISABILITY: Insured coverage for 60% of base salary up to a maximum of
$11,000 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,
the Company pays 100% of medical and dental expenses for you
and your eligible dependents. Employee contributes
approximately 20% toward basic coverage.
401(K) SAVINGS
PLAN: After one year of employment, you are eligible to join our
401(K) plan at the beginning of the first quarter following
your one year anniversary. Company matches 50% of
contribution up to 6% of salary, subject to government
cap.
PENSION
PLAN: Per Plan. Retirement income after 25 years of service
approximates 50% of five highest consecutive years of salary
and incentive compensation out of the last ten years of
employment, including social security benefits. The GHC
pension plan vests in five years. For purposes of your
pension calculation, each year of service will be
credited to your pension at 1.5 years for both the vesting
period and credited service with a portion of your benefit
being provided for through a Company sponsored Supplemental
Executive Retirement Plan (SERP).
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 $575.00 per
month, to be applied in full or in part to a car of your
choice. 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 the Company terminates your employment at any time during
the first six months of your employment at GHC, you will be
eligible for six months of severance as 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.
EFFECTIVE
DATE: December 1, 1996. GHC would be delighted to have you join
the Company as soon as you can. Obviously, we want you to be
as comfortable as possible with your move to GHC, and offer
you the opportunity to come to Terre Haute with your wife and
evaluate the housing situation. Please call me as soon as
you receive this and we will set up a time for you to come
and arrange accommodations, dinner plans, etc.
Sincerely,
ACCEPTED:
/s/ William V. Higdon
November 17, 1996