EXHIBIT 10.A
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated June 20, 1995,
between The Dial Corp, a Delaware corporation (the "Company"),
and John W. Teets (the "Executive").
WHEREAS, the Executive has made extraordinary contributions
to the Company in his capacity as Chairman and Chief Executive
Officer, especially in connection with the Company's
restructuring and repositioning, to the great benefit of its
shareholders;
WHEREAS, the Company, as successor to The Greyhound
Corporation, and the Executive are currently parties to an
agreement dated April 14, 1987 (the "Prior Agreement") relating
to the Executive's employment with the Company; and
WHEREAS, the Company desires the Executive to continue
serving as its Chairman and Chief Executive Officer, and the
Company and the Executive desire to enter into this Agreement,
which shall restate and supersede the Prior Agreement in all
respects.
NOW, THEREFORE, in consideration of the premises and the
respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties
agree as follows:
1. Employment. The Company hereby agrees to continue to
employ the Executive, and the Executive hereby agrees to continue
to serve the Company, on the terms and conditions set forth
herein.
2. Term. The term of employment of the Executive by the
Company hereunder shall commence on June 20, 1995, and such term
shall end on September 30, 1998 (the "Expiration Date"), unless
sooner terminated as hereinafter provided.
3. Nature of Duties. The Executive shall serve as
Chairman and Chief Executive Officer of the Company and, subject
to the direction of the Board of Directors of the Company (the
"Board"), shall have full authority for management of the Company
and all its operations, financial affairs, facilities and
investments. The Executive shall serve as a member of the Board,
shall act as the duly authorized representative of the Board and
shall be an ex officio member of all committees of the Board.
However, the Executive agrees to relinquish the position of Chief
Executive Officer prior to the Expiration Date if requested to do
so by the Board to facilitate an orderly senior management
succession plan, it being understood that such request and
relinquishment shall not constitute a breach by the Company or a
termination of this Agreement; thereafter, the Executive shall
remain Chairman and shall continue to receive the compensation
and benefits provided for in this Agreement. The Executive shall
devote substantially all of his working time and efforts to the
business and affairs of the Company; provided, that the Executive
shall be free to serve as a director or officer or both of such
not-for-profit corporations as he may desire, to join and
participate in such committees for community or national affairs
as he may select and to join and serve on business corporation
boards of directors, so long as such activities do not
significantly interfere with the performance of the Executive's
duties hereunder and, in the case of public business corporation
boards of which the Executive was not a member when he executed
this Agreement, only with the prior approval of the Executive
Compensation Committee of the Board.
4. Place of Performance. The Executive shall be based at
the principal executive offices of the Company in the city of
Phoenix, Arizona, or at such other principal executive office as
is agreeable to the Executive, except for required travel on the
Company's business.
5. Compensation and Related Matters.
(a) Base Salary. During the Executive's employment
hereunder, the Company shall pay to the Executive an annual base
salary of $1,000,000, effective July 1, 1995, such salary to be
paid in conformity with the Company's policies relating to
salaried employees. The Board will periodically review the
Executive's base salary and, effective September 1, 1996, and
September 1, 1997, may increase his base salary by the amount, if
any, the Board determines to be appropriate.
(b) Annual Bonus. The Executive shall be eligible to
participate in the annual bonus program available to senior
executives of the Company for its 1996 and later fiscal years,
but his entitlement to any bonus shall be determined on the basis
of criteria approved by the Executive Compensation Committee of
the Board and ratified by the Board.
(c) Stock Options. Restricted Stock and Incentive
Plans. The Executive shall be eligible to participate in all
stock option, restricted stock and incentive plans available to
senior executives of the Company, but his entitlement to any
grant or award shall be determined on the basis of criteria
approved by the Executive Compensation Committee of the Board and
ratified by the Board.
(d) Other Benefits. During the Executive's employment
hereunder, the Executive (1) shall be entitled to participate in
all employee benefit plans, which are generally available to the
Company's senior executive employees (subject to, and on a basis
consistent with, the terms, conditions and overall administration
of such plans, programs and arrangements); and (2) shall receive
pension benefits, supplemental executive retirement benefits,
health insurance plans, executive medical benefits, fitness
programs, life insurance, accidental death and dismemberment
benefits, vacation time, reimbursement of club membership
expenses, perquisites and other fringe benefits no less favorable
in the aggregate to the Executive than those provided to him by
the Company immediately before this Agreement.
(e) Insurance; Indemnification. During the
Executive's employment hereunder, the Company shall maintain
appropriate liability insurance under which the Executive shall
be an insured party. In addition, the Company shall indemnify
the Executive in the manner set forth in its Charter and By-laws,
and the existing Indemnification Agreement between the Company
and the Executive (the "Indemnification Agreement") shall remain
in full force. The Company shall also indemnify the Executive,
to the extent permitted by law, with respect to public service
activities and not-for-profit board membership he undertakes in
accordance with Section 3.
(f) Expenses. The Executive shall be entitled to
receive prompt reimbursement for all reasonable and customary
travel and business expenses he incurs (including, when the
Executive deems necessary, expenses incurred with respect to his
spouse) in connection with the Executive's employment hereunder;
provided, that such expenses are accounted for in accordance with
the policies and procedures established by the Company.
6. Compensation Upon Termination.
(a) Termination for Just Cause.
(1) Compensation Upon Termination for Just Cause:
The Company may terminate the Executive's employment for just
cause at any time without advance notice, in which case it shall
pay to the Executive, as soon as practicable thereafter, any
accrued but unpaid base salary under Section 5(a) hereof and
shall pay to the Executive, in accordance with the terms of the
applicable plan or program, all other unpaid amounts to which the
Executive is then entitled under any compensation or benefit plan
or program of the Company. The Company shall have no further
obligations to the Executive under this Agreement, except any
ongoing indemnification obligation under Section 5(e).
(2) Just Cause. For purposes of this Agreement,
"just cause" shall include, but not be limited to: (i) the
Executive's conviction of a felony; (ii) the Executive's refusal
to abide by or follow written directions that have been given by
the Board or that may be given by the Board hereafter; and (iii)
the Executive's failure adequately to cooperate with the Board in
planning and implementing a senior management succession plan.
(3) Resignation Alternative. If the Company
decides to terminate the Executive for just cause, it shall
notify the Executive of its intention to do so and give the
Executive 48 hours within which to resign voluntarily in lieu of
being terminated. If the Executive resigns during this period,
the Executive shall receive the payments and benefits described
in Section (6)(b) in lieu of those provided in this Section
(6)(a). The Executive acknowledges and agrees that he shall not
be entitled to any other amounts from the Company or any
affiliate on account of his termination of employment pursuant to
this Section 6(a)(3).
(b) Voluntary Termination. The Executive may
terminate employment voluntarily at any time after giving the
Company at least 180 days, advance written notice. (This advance
written notice requirement shall not apply, however, if the
Executive, on account of his termination of employment, would
receive benefits under his Executive Severance Agreement dated
March 18, 1992 (the "Severance Agreement"). If the Executive
voluntarily terminates employment, the Company shall pay to the
Executive, as soon as practicable thereafter, any accrued but
unpaid base salary under Section 5(a) hereof as of the date of
such termination and shall pay to the Executive, in accordance
with the terms of the applicable plan or program, all other
unpaid amounts to which the Executive is then entitled under any
compensation or benefit plan or program of the Company. The
Executive shall also be entitled to use of an office, as provided
in Section 6(f). In addition, if the Executive voluntarily
terminates employment more than 6 months before his 65th
birthday, the Executive shall be entitled to receive the
separation benefits provided in Schedule A attached to this
Agreement. The Company shall have no further obligations to the
Executive under this Agreement, except any ongoing
indemnification obligation under Section 5(e).
(c) Termination Without Just Cause. The Company,
without advance notice, may terminate the Executive's employment
other than for just cause under Section 6(a) or for Disability
under Section 6(d), in which case the Company shall pay to the
Executive, over the remainder of the term of this Agreement, all
payments or benefits (or their equivalent) under Section 5 that
would have been paid or provided to the Executive over such
period had he remained employed by the Company, but only to the
extent that the target requirements for bonus or other incentive
plans have been satisfied. The Executive shall also be entitled
to use of an office, as provided in Section 6(f). For purposes
of determining post-termination payments pursuant to this
paragraph, a bonus award under Section 5(b) and a stock option
grant or other incentive award under Section 5(c) shall not be
less than the corresponding award or grant made to the Executive
for 1993 or 1994, whichever was the more highly compensated year
in terms of aggregate bonuses, option grants and incentive
awards. Payments or benefits under this paragraph (c) shall not
be due with respect to periods following the Executive's death,
as provided more fully in Section 6(e) which shall then be
applicable. The Company shall have no further obligations to the
Executive under this Agreement, except any ongoing
indemnification obligation under Section 5(e), and the Executive
agrees that he shall have no rights or remedies in the event of
his termination without just cause other than those set forth in
this Section 6(c).
(d) Termination for Disability. If the Board
determines, in its sole discretion, that the Executive is
incapacitated by a physical or mental condition, illness or
injury which has prevented him (or inevitably will prevent him)
from being able to perform his duties under this Agreement in a
satisfactory fashion for substantially all of a 90 consecutive
day period, the Executive shall be deemed to have a "Disability."
The Board may terminate the Executive's employment on account of
a Disability, in which case, the Executive shall receive the
payments or benefits that would have been due under Section 6(b)
had he terminated employment voluntarily and, in addition, the
Executive shall continue to receive base salary payments
following his termination (reduced by any other Company-provided
disability benefits available to Mr. Teets) until the earliest of
(1) the Expiration Date, (2) the 180th day following the first
day of the 90 day period referred to in the preceding sentence,
or (3) the Executive's death, as provided more fully in Section
6(e) which shall then become applicable. The Executive shall
also be entitled to use of an office, as provided in Section
6(f). The Company shall have no further obligations to the
Executive under this Agreement, except any ongoing
indemnification obligation under Section 5(e).
(e) Death. If the Executive dies while this Agreement
is in effect or while amounts or benefits are being provided
under Section 6(c) or 6(d) on account of the Executive's
termination without just cause or for Disability, no further
amounts or benefits shall be due except for (1) death benefits
payable under the express terms of employee benefit plans in
which the Executive participated and (2) any accrued but unpaid
base salary under Section 5(a) hereof. The Company shall pay any
amount due under Section 5(a) to the Executive's estate as soon
as practicable after his death, and shall pay his estate or, if
applicable, his designated beneficiary, any other amount or
benefit due under any compensation or benefit plan or program of
the Company in accordance with the terms of the applicable plan
or program. The Company shall have no further obligations with
respect to the Executive under this Agreement, except any ongoing
indemnification obligation under Section 5(e).
(f) Office Facilities Following Termination. After
the Executive's termination of employment for any reason other
than just cause or death, the Company shall provide the Executive
with a suitable, fully equipped office and suitable secretarial
and office support services for five years. The office shall be
located at an appropriate location acceptable to the Executive,
other than the Company's headquarter offices.
7. Notice. For purposes of this Agreement, notices,
demands and all other communications provided for in this
Agreement shall be given in writing and shall be deemed to have
been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Company:
F.G. Emerson
Vice President & Secretary
The Dial Corp
1850 N. Central Avenue
Phoenix, Arizona 85077-2400
With a copy to:
The then Chairman of the
Executive Compensation Committee
of the Board of Directors of
The Dial Corp
If to the Executive:
J. W. Teets
Chief Executive Officer
The Dial Corp
1850 N. Central Avenue
Phoenix, Arizona 85077-2400
With a copy to:
L. G. Lemon
Vice President & General Counsel
The Dial Corp
1850 N. Central Avenue
Phoenix, Arizona 85077-2212
or to such other address as any party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
8. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Executive and
such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any
conditions or provisions of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth
expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of Delaware without regard to its
conflicts of law principles. This Agreement shall be binding
upon and shall inure to the benefit of the Executive and his
estate and the Company and any successor thereto, but neither
this Agreement nor any rights arising hereunder may be assigned
or pledged by the Executive, except to the extent permitted under
the terms of the benefit plans in which the Executive
participates.
9. Validity. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the
validity or enforceability or any other provision of this
Agreement, which shall remain in full force and effect.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the
same instrument.
11. Prior Agreement. This Agreement shall supersede the
Prior Agreement in all respects; the Prior Agreement is hereby
terminated and canceled.
12. Entire Agreement. This Agreement, the Severance
Agreement and the Indemnification Agreement constitute the entire
agreement and understanding with respect to the employment of the
Executive by the Company. To the extent that the Executive
receives or becomes entitled to receive any payments or other
benefits pursuant to the Severance Agreement, the amounts to
which the Executive may become entitled pursuant to Section 6 of
this Agreement shall be offset by such payments or benefits.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
The Dial Corp
By: /s/ Dennis S. Stanfill
Chairman, Executive
Compensation Committee
By: /s/ Frederick G. Emerson
Vice President &
Secretary
John W. Teets
/s/ John W. Teets
6/20/95
SCHEDULE A
TO
EMPLOYMENT AGREEMENT
OF
JOHN W. TEETS
DATED
June 20, 1995
In the event Mr. Teets is eligible for special separation
benefits in accordance with the provisions of Section 6(b) of his
Employment Agreement dated June 20, 1995, the Compensation
Committee of the Board of Directors of The Dial Corp shall apply
13 Credits for Mr. Teets, benefit. The Compensation Committee
shall do so in the manner permitted under this Schedule which it
determines to be most beneficial to Mr. Teets after discussing
the matter with Mr. Teets. Mr. Teets, views shall be taken into
account by the Compensation Committee, but they shall not be
binding. The Compensation Committee may use Mr. Teets, 13
Credits in any of the following ways:
a) ADDITIONAL CREDITED SERVICE for pension benefit
accrual purposes, on the basis that 1 Credit
equals 1 year of credited service.
b) ADDITIONAL AGE with respect to actuarial
adjustments to Mr. Teets' pension benefit for
early or late benefit commencement, on the basis
that 1 credit equals 1 year of deemed age.
c) CONTINUED PAY AT 2/3RDS OF BASE SALARY for 3 weeks
for each full year of Mr. Teets, service with The
Dial Corp and its predecessors, with medical,
dental, life and AD & D benefits (or their
equivalent) being continued during the salary
continuation period on substantially the same
basis as they are then being provided to similarly
situated active employees. This option costs 3
Credits and can only be utilized once.
d) CASH PAYMENT equal to 10% of Mr Teets' last annual
base salary for each credit used.
Credits may be used in any combination, except as noted with
respect to option c). Once used, credits expire. Credits may
not be used to increase benefits under a qualified pension plan
if that would jeopardize the plan's tax status, but they may be
used to increase benefits under the Greyhound Supplemental
Pension Plan.