Exhibit 10(j)(xv)
November 18, 1993
Mr. William L. Flaherty
Vice President - Finance
Gibson Greetings, Inc.
2100 Section Road
Cincinnati, OH 45237
Dear Bill:
Gibson Greetings, Inc. and I are very pleased that you have
agreed to serve as Vice President - Finance and Chief Financial
Officer of Gibson Greetings, Inc. ("the Company"). As such, you
will report directly to the Chairman and Chief Executive Officer
of the Company and will be responsible for all of the Finance,
Treasury, Accounting, Tax, Internal Audit and Risk Management
functions of the Company. The following terms and conditions
will govern your service to the Company.
1. You will serve the Company on a full-time basis as a senior
executive employee, and the Company will employ you as such,
for a period of three years commencing November 18, 1993 and
ending November 17, 1996 unless you are terminated at an
earlier date pursuant to Paragraph 11, 12 or 14 of this
Agreement. Your annual salary will be $175,000, which
amount will be reviewed every fifteen months and which may
be increased from time to time by the Company throughout the
term of this Agreement in accordance with the Company's
salary administration program.
No later than twelve months prior to expiration of the
initial term of this Agreement, it will be reviewed by the
Company for the purpose of deciding whether or not it will
be extended upon its expiration. You will be advised
promptly of a decision not to extend. If you are not
notified at that time of a decision not to extend the
Agreement, it will continue indefinitely until terminated by
the Company for any reason and at any time upon giving you
one (1) year's advance written notice. This Agreement at
all times shall remain subject to earlier termination for
cause pursuant to Paragraph 11, 12 or 14.
Notwithstanding anything herein to the contrary, if the
Company decides not to extend this Agreement at the end of
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Mr. William L. Flaherty
November 18, 1993
Page 2
the initial term and elects to terminate your employment at
that time, you will receive a separation payment equal to
six months' salary and be provided with outplacement
services arranged by the Company at its expense.
2. You will receive a signing bonus of $30,000 paid in equal
installments of $7,500 on December 1, 1993 and on March 1,
June 1 and September 1, 1994, provided you are still in the
employ of the Company on those dates.
3. As a participant in the Company's Executive Bonus Plan, you
will be eligible for a bonus for 1994 and for the remaining
term of this Agreement and for each year of any extension
hereof.
4. As additional consideration for this Agreement, and
contingent upon approval by the Compensation Committee, you
will be granted a nonqualified stock option for 15,000
shares of the common stock of the Company. The options
shall become vested at the rate of thirty-three and one-
third percent (33 %) for each of the first three
anniversaries of the grant date. Such vesting and
subsequent exercisability shall be conditioned upon your
continuing to be employed by the Company on each such
anniversary date.
5. The Company will reimburse you for your reasonable expenses
of moving from Weston, Massachusetts to Cincinnati, Ohio,
including: household moving costs; your and your spouse's
travel expenses for house-hunting trips as approved in
advance by the Company; and realtor fees and transfer taxes
for the sale of your present home in Weston, Massachusetts.
6. You will be covered by the Company's special benefit
programs for executives which include: executive physical
examinations, life insurance, tax preparation and estate
planning assistance. The amount of your life insurance
shall be three (3) times your annual salary, not to exceed
$600,000.
7. Upon approval of the Compensation Committee, you will be
named a participant in the Company's Supplemental Executive
Retirement Plan (SERP).
8. You will be covered by the Company's health insurance plan
for which we will waive the usual waiting period.
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Mr. William L. Flaherty
November 18, 1993
Page 3
9. You will be eligible for four (4) weeks of paid vacation
during each year this Agreement remains in effect.
10. In the event any person becomes the beneficial owner of
fifty percent (50%) or more of the Company's securities, and
you are not retained by that person in substantially the
same capacity and salary as contemplated herein for at least
six (6) months from the date of said change in beneficial
ownership, then, upon your termination hereunder, you will
be paid one year's salary reduced by 1/12 for each full
month of employment completed after said change in
beneficial ownership. Any amount to be paid hereunder would
be further reduced by the value of any severance package
received by you from the new ownership in connection with
your termination.
11. In the event you are unable to perform your duties hereunder
due to illness or other incapacity, which incapacity
continues for more than six consecutive or nonconsecutive
months in any twelve-month period, the Company shall have
the right, on not less than 30 days' written notice to you,
to terminate this Agreement. In the event of your death
during your employment hereunder, your salary shall cease as
of the last day of the sixth full calendar month following
the month in which your death occurs. Except for such
salary continuation rights and except for certain stock
option rights, this Agreement shall terminate as of the date
of death.
12. In the event you voluntarily terminate your employment
during the term of this Agreement, or if the Company
terminates this Agreement and your employment for cause,
your right to all compensation hereunder shall cease as of
the date of termination. As used in this Agreement, "cause"
shall mean dishonesty, gross negligence, or willful
misconduct in the performance of your duties or a willful
and material breach of this Agreement. Termination of
employment shall terminate this Agreement with the exception
of the provisions of Paragraphs 13, 14, 15 and 17.
13. Also in the event you voluntarily terminate your employment
hereunder or retire, or if the Company terminates this
Agreement and your employment for cause, you agree that for
a period of one and one-half years after such termination,
you will not compete, directly or indirectly, with the
Company or with any division, subsidiary or affiliate of the
Company or participate as a director, officer, employee,
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Mr. William L. Flaherty
November 18, 1993
Page 4
consultant, advisor, partner or joint venturer in any
business engaged in the manufacture or sale of greeting
cards, gift wrap or other products produced or sold by the
Company, or by any division, subsidiary or affiliate of the
Company, without the Company's prior written consent. If
the Company chooses to terminate this Agreement any time
after the initial term and you continue to be employed by
the Company as an employee, agent, consultant or otherwise,
you agree that this Paragraph 13 shall continue to bind you
for a period of one (1) year after your separation from the
Company as an employee, agent, consultant or otherwise.
14. In the event the Company terminates this Agreement and your
employment without cause during the initial term of this
Agreement, you shall continue to be paid your then current
salary through the effective date of such termination.
15. In connection with this Agreement, you may receive
confidential information of the Company. You agree, both
during the term of this Agreement and after termination, not
to disclose to others, assist others in the application of,
or use for your own gain, such information, or any part
thereof, unless and until it has become public knowledge or
has come into the possession of others by legal and
equitable means. You further agree that, upon termination
of employment with the Company, all documents, records,
notebooks, and similar writings, including copies thereof,
then in your possession, whether prepared by you or by
others, will be left with or returned promptly to the
Company. For purposes of this Paragraph 15, "confidential
information" means information concerning Company's
finances, plans, sales, products, processes and services, or
those of Company's subsidiaries, divisions or affiliates,
which is disclosed to you or known by you as a consequence
of or through your employment with the Company, and which is
not generally known in the industry in which the Company or
its subsidiaries, divisions or affiliates are or may become
engaged. You agree that this Paragraph 15 shall continue to
bind you notwithstanding the termination of this Agreement
or your employment for any reason whatsoever. If the
Company chooses to terminate this Agreement any time after
the initial term and you continue to be employed by the
Company as an employee, agent, consultant or otherwise, you
agree that this Paragraph 15 shall continue to bind you
after your separation as an employee, agent or consultant.
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Mr. William L. Flaherty
November 18, 1993
Page 5
16. Nothing herein is intended to be granted to you in lieu of
any rights or privileges to which you may be entitled as an
executive employee of the Company under any retirement,
insurance, hospitalization, or other plan which may now or
hereafter be in effect.
17. This Agreement shall inure to the benefit of and be binding
upon you and your legal representatives as well as the
Company, its successors and assigns including, without
limitation, any person, partnership, corporation or other
entity which may acquire all, or substantially all, of the
Company's assets and business.
18. If any provision of this Agreement is later deemed to be
void, the provision may be stricken and the remaining
portions of this Agreement enforced as if the provision so
stricken was never included herein.
To indicate your acceptance of and willingness to be bound by
this Agreement, please sign and return one duplicate original of
this letter.
Sincerely,
GIBSON GREETINGS, INC.
/s/ Benjamin J. Sottile
Benjamin J. Sottile
Chairman of the Board,
President and
Chief Executive Officer
ACCEPTED AND AGREED TO:
William L. Flaherty
William L. Flaherty
Date: 1/5/94
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