Exhibit 10(j)(xix)
November 21, 1994
Mr. Nelson J. Rohrbach
President and Chief Executive Officer
Cleo Inc
4025 Viscount
Memphis, TN 38118
Dear Jack:
Cleo Inc and I are very pleased that you have agreed to serve as
President and Chief Executive Officer of Cleo Inc (the "Company").
As President and Chief Executive Officer, you will report directly
to the Board of Directors of the Company and will be responsible
for overseeing all aspects of the Company. You will be based in
our Headquarters' offices in Memphis, Tennessee. 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 (3) years commencing June 1, 1994 and
ending May 31, 1997 unless you are terminated at an earlier
date pursuant to paragraph 10 or 11 of this Agreement. Your
annual salary will be $240,000. Your base salary will be
reviewed after 15 months, consistent with Company policy.
At the expiration of the three-year term stated above, this
Agreement shall extend indefinitely until terminated by the
Company for any reason and at any time upon giving you one (1)
year advance written notice. This Agreement at all times
shall remain subject to earlier termination for cause.
2. As a participant in the Company's Executive Bonus Program, you
will have the opportunity to earn a bonus in addition to your
base salary based upon the Company's results and, to a lesser
degree, upon our parent company's, Gibson Greetings, Inc.'s
("Gibson"), corporate results. You are guaranteed a minimum
bonus for 1994 equivalent to at least the amount you would
have received under The Paper Factory of Wisconsin, Inc.'s
bonus plan had you remained as President of The Paper Factory
throughout 1994.
3. As additional consideration for this Agreement, and contingent
upon approval by the Compensation Committee of Gibson, you
will be granted options for 30,000 shares of the common stock
of Gibson. The options shall become vested at a rate of
thirty-three and one-third percent (33 1/3%) on 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 subsequent
anniversary date.
4. You will be provided with a Company car (Cadillac or Lincoln
class) in accordance with the Company car program. The
Company will provide adequate insurance for the automobile and
occupants and will pay all required maintenance and operating
expenses.
5. You will be eligible for four (4) weeks of paid vacation
during each year this Agreement remains in effect.
6. You will be eligible for the Company's standard medical (for
which we will waive the usual waiting period), life insurance,
long-term disability and travel insurance and the Company's
401(k) Plan, in accordance with the provisions of those plans.
7. You will be immediately eligible for participation in the
Company's Non-Contributory Retirement Income Plan. In
addition, you will be recommended to Gibson's Board of
Directors' Compensation Committee for participation in the
Supplemental Executive Retirement Plan (SERP).
8. You will be covered by the Company's special benefit programs
for executives which include: executive physical
examinations, life insurance, and 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.
9. The Company will provide membership in TPC at Southwind for
your use and shall reimburse you the amount of the annual dues
for such membership.
10. In the event you are unable to perform your duties hereunder
due to illness or other incapacity, which incapacity continues
for more than six (6) consecutive or nonconsecutive months in
any twelve (12) month period, the Company shall have the
right, on not less than thirty (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.
11. 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 such
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
Paragraph 11.
12. Also, in the event you voluntarily terminate your employment
hereunder, or in the event that the Company terminates this
agreement and your employment for cause, you agree that you
shall not engage in the business of selling greeting cards,
gift wrap or other items similar to those sold by the Company,
or engage in trade or business development relating to
greeting cards, gift wrap or other products similar to those
sold by the Company, either personally or as an employee,
agent, distributor, partner, shareholder or otherwise in any
territory or division which you performed services on behalf
of the Company during your last twelve (12) months of
employment by the Company for a period of one (1) year from
the date of termination of this agreement, regardless of the
reason of termination. Additionally, you agree not to
disclose to any person, either during the term or after the
termination of this agreement, any information regarding the
Company of a confidential nature, including, without limiting
the generality of the foregoing, names of customers, trade
secrets, future plans and sales methods, and internal
financial information. This clause shall survive the
termination of this agreement.
13. You will be eligible for reimbursement of expenses incurred in
your relocation to the Memphis area in accordance with the
Company's relocation plan.
14. 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.
15. 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.
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
BJS/JET/dk
ACCEPTED AND AGREED TO:
/s/ Nelson J. Rohrbach
Nelson J. Rohrbach
Date: November 21, 1994
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