EXHIBIT 10.6
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of April l, l997, between CARTER-WALLACE,
INC., a Delaware corporation (the "Company"), as the employer, and RALPH LEVINE
(the "Executive"), as the employee.
W I T N E S S E T H:
WHEREAS, the Executive has been employed by the Company
in an executive capacity for a number of years; and
WHEREAS, the Company desires to employ the Executive and the
Executive desires to be employed by the Company on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
herein, the Company and the Executive agree as follows:
1. Period of Employment. The Company shall employ the
Executive for a period commencing as of the date hereof and continuing for a
period of five (5) years from September 1st of any year in which the Board of
Directors decides, without cause, to terminate this Agreement.
2. Compensation. (a) The Executive shall be paid a
base salary at the rate of not less than $850,000 per year,
payable in equal semi-monthly installments. Notwithstanding the
foregoing, said base salary may be increased (but not decreased)
as determined by the Company in accordance with the policies of
the Company and said increased salary shall thereafter be the base salary of the
Executive. In addition, the Executive shall be entitled to participate in any
retirement, pension, profit sharing, bonus, stock option and restricted stock
award plans, and death and life insurance benefits and medical insurance
programs, of the Company, now in existence or hereafter adopted, in which other
executive employees participate, in accordance with the terms of any such plan,
benefit or program.
3. Reimbursement for Expenses. The Company shall
reimburse the Executive in a manner consistent with the policies
of the Company for all reasonable expenses of the Company
incurred or paid by the Executive in discharge of his duties
hereunder.
4. Duties and Title of Executives. The Executive shall have
such titles and shall perform such duties in an executive capacity as may be
assigned to him from time to time by the Board of Directors of the Company.
Initially, the Executive shall have the title of President and Chief Operating
Officer, and shall have the powers and duties that are normally exercised in and
ordinarily pertain to these positions.
To the extent feasible and consistent with applicable law, the
Company shall use its best efforts to cause the Executive to be elected a
director of the Company.
The Executive's office shall be located at the Company's
executive office located at 1345 Avenue of the Americas, New York, New York
10105 or in such other suitable space in New York City as the Board of Directors
may select.
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5. Acceptance by Executive. The Executive accepts the
aforementioned employment at the compensation specified above. During the term
of this Agreement, the Executive shall devote his best efforts to the service of
the Company and to the performance of the duties specified above competently,
carefully and faithfully. The Executive shall be permitted to take an amount of
vacation in each year of his employment in conformance with Company vacation
policy.
6. Covenant Not to Compete. Except with the prior written
consent of the Company authorized by a resolution adopted by the Board of
Directors of the Company, during the period of employment hereunder and for a
period of one year after the termination of such employment for any reason, the
Executive will not, and will not permit any corporation, partnership or other
business entity in which the Executive has a financial interest, to engage
directly or indirectly in any business which is competitive with the business of
the Company; provided that the ownership by the Executive of not more than one
per cent of the capital stock of any other corporation or a one per cent
interest in any partnership or other business entity shall not be deemed to be a
violation of this Section 6.
7. Secrecy. The Executive recognizes and
acknowledges that the information (such as, but not limited to,
financial information), trade secrets, formulae, manufacturing
methods, technical data, know-how and secret processes of the
Company as acquired and used by the Company are special, valuable
and unique assets of the Company. The Executive will not, during
-3-
the term of his employment or at any time thereafter, disclose any such
information, trade secrets, formulae, manufacturing methods, technical data,
know-how and secret processes to any person, firm, corporation, association or
any other entity for any reason or purpose whatsoever without the prior written
consent of the Board of Directors of the Company, unless such information shall
have previously become public knowledge.
8. Termination. (a) The employment of the Executive
by the Company may be terminated at any time, as follows:
(i) The Board of Directors, by a vote of a
majority of the Board of Directors, may terminate the employment of the
Executive if the conduct of the Executive shall, in the opinion of the Board of
Directors, constitute just cause for immediate dismissal. As used herein, the
term "just cause" shall mean conduct justifying immediate dismissal, consisting
of theft, conviction of a felony, insubordination, gross neglect of duty, breach
of any covenant contained in Section 6 or 7 hereof, habitual drunkenness, or
excessive absenteeism not related to illness.
(ii) The employment of the Executive shall
terminate if the Executive shall voluntarily leave the employment
of the Company.
(iii) The Board of Directors of the Company, by a
vote of a majority of the Board of Directors, may terminate the employment of
the Executive if it shall determine that the Executive has become incapacitated
or disabled to such an extent that he is incapable of performing the duties and
services
-4-
required to be performed hereunder for a period or periods aggregating in excess
of six months in any twelve month period.
(iv) The employment of the Executive shall
terminate if the Executive shall die.
(b) If the Executive's employment is terminated under clauses
(i) or (ii) of Section 8(a), the Company shall have no further obligations to
the Executive hereunder, except the Company shall pay to the Executive the full
compensation due to the Executive and not theretofore paid for base salary up to
the date of such termination.
(c) If the Executive's employment is terminated pursuant to
clause (iii) of Section 8(a), the Company shall (i) pay to the Executive the
full compensation due to the Executive and not theretofore paid for base salary
and bonus under the Company's Profit Sharing Plan prorated to the date of such
termination, and for this purpose a simple proration shall be made on a monthly
basis, including the month during which the termination took place; and (ii)
shall make, or cause to be made, payments to the Executive, including any
payments made to the Executive under the Company's Long-Term Disability Income
Plan, equal to Sixty Percent (60%) of the Executive's base salary, payable in
equal semi-monthly payments, from the date of such termination until the earlier
of the date on which the Executive reaches age 65 or the death of the Executive.
(d) If the Executive's employment is terminated pursuant to
clause (iii) of Section 8(a) and the Executive shall subsequently die before
September 1 in the fifth year following
-5-
such termination, or if the Executive's employment is terminated pursuant to
clause (iv) of Section 8(a), the Company shall (i) pay to the Executive's estate
the full compensation due to the Executive and not theretofore paid, for base
salary and bonus prorated to the date of such termination, and for this purpose,
a simple proration shall be made on a monthly basis, including the month during
which the termination took place; (ii) pay in the manner directed by the
Executive's will the total amount of all deferred compensation payable to the
Executive and not theretofore paid under the Company's Executives' Additional
Compensation Plan; (iii) use its best efforts to cause all insurance proceeds to
which the Executive's designated beneficiary or beneficiaries are entitled under
all Company sponsored insurance plans covering the Executive to be paid to such
beneficiary or beneficiaries; and (iv) cause the Executive's contributions to
the Company's retirement plan to be paid as directed by the Executive's will.
(e) If, at any time, the Company terminates the Executive's
employment without cause, the Executive shall not have any right to participate
in the stock option and restricted stock award plans of the Company, but the
Executive's participation in and coverage under other Company plans and
programs, including the Executive Health Plan, shall continue for the term of
this Agreement and thereafter in accordance with the terms of said plans and
programs and the Executive shall be entitled to whatever other rights he has
against the Company at law or in equity.
-6-
9. Remedies. In the event of a breach or threatened breach by
the Executive of the provisions of Section 6 or Section 7 of this Agreement, the
Company shall be entitled to seek an injunction restraining the Executive from
violating either of said provisions. If the Executive shall breach or threaten
to breach any of the provisions of Section 6 or Section 7 of this Agreement,
nothing herein shall be construed as preventing the Company from withholding any
payment or payments required to be made hereunder to the Executive or from
seeking any other remedy for any such breach or threatened breach by the
Executive, including the recovery of damages from the Executive.
10. Notices. All communications hereunder shall be in writing
and delivered or mailed by registered mail to the Company at 1345 Avenue of the
Americas, New York, New York 10105, Attention: Board of Directors, and to the
Executive, at 930 Park Avenue, Apartment 7-N, New York, New York 10028, unless
another address has been given to the other party hereto in writing.
11. Interpretation. No provision of this Agreement may be
altered or waived except in writing and executed by the other party hereto. This
Agreement constitutes the entire contract between the parties hereto and cancels
and supersedes all prior agreements, written or oral, relating to the employment
of the Executive. No party shall be bound in any manner by any warranties,
representations or guarantees, except as specifically set forth in this
Agreement. This Agreement shall be interpreted under the laws of the State of
New York.
-7-
12. Renewals and Amendments. This Agreement may be
renewed, extended, altered or amended at any time by mutual
written agreement signed by both parties.
13. Binding Nature. This Agreement shall be binding
upon the Company and its successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
CARTER-WALLACE, INC.
By___________________________
Chairman of the Board
-----------------------------
RALPH LEVINE
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EXHIBIT 10.7
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of April 1, 1997, between CARTER-WALLACE,
INC., a Delaware corporation (the "Company"), as the employer, and PAUL A.
VETERI (the "Executive"), as the employee.
W I T N E S S E T H:
WHEREAS, the Executive has been employed by the Company
in an executive capacity for a number of years; and
WHEREAS, the Company desires to employ the Executive and the
Executive desires to be employed by the Company on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
herein, the Company and the Executive agree as follows:
1. Period of Employment. The Company shall employ the
Executive for a period commencing as of the date hereof and continuing for a
period of five (5) years from September 1st of any year in which the Board of
Directors decides, without cause, to terminate this Agreement.
2. Compensation. (a) The Executive shall be paid a
base salary at the rate of not less than $750,000 per year,
payable in equal semi-monthly installments. Notwithstanding the
foregoing, said base salary may be increased (but not decreased)
as determined by the Company in accordance with the policies of
the Company and said increased salary shall thereafter be the
base salary of the Executive. In addition, the Executive shall
be entitled to participate in any retirement, pension, profit sharing, bonus,
stock option and restricted stock award plans, and death and life insurance
benefits and medical insurance programs, of the Company, now in existence or
hereafter adopted, in which other executive employees participate, in accordance
with the terms of any such plan, benefit or program.
3. Reimbursement for Expenses. The Company shall
reimburse the Executive in a manner consistent with the policies
of the Company for all reasonable expenses of the Company
incurred or paid by the Executive in discharge of his duties
hereunder.
4. Duties and Title of Executives. The Executive shall have
such titles and shall perform such duties in an executive capacity as may be
assigned to him from time to time by the Board of Directors of the Company.
Initially, the Executive shall have the title of Executive Vice-President and
Chief Financial Officer, and shall have the powers and duties that are normally
exercised in and ordinarily pertain to this position.
To the extent feasible and consistent with applicable law, the
Company shall use its best efforts to cause the Executive to be elected a
director of the Company.
The Executive's office shall be located at the Company's
executive office located at 1345 Avenue of the Americas, New York, New York
10105 or in such other suitable space in New York City as the Board of Directors
may select.
5. Acceptance by Executive. The Executive accepts
the aforementioned employment at the compensation specified
-2-
above. During the term of this Agreement, the Executive shall devote his best
efforts to the service of the Company and to the performance of the duties
specified above competently, carefully and faithfully. The Executive shall be
permitted to take an amount of vacation in each year of his employment in
conformance with Company vacation policy.
6. Covenant Not to Compete. Except with the prior written
consent of the Company authorized by a resolution adopted by the Board of
Directors of the Company, during the period of employment hereunder and for a
period of one year after the termination of such employment for any reason, the
Executive will not, and will not permit any corporation, partnership or other
business entity in which the Executive has a financial interest, to engage
directly or indirectly in any business which is competitive with the business of
the Company; provided that the ownership by the Executive of not more than one
per cent of the capital stock of any other corporation or a one per cent
interest in any partnership or other business entity shall not be deemed to be a
violation of this Section 6.
7. Secrecy. The Executive recognizes and acknowledges that the
information (such as, but not limited to, financial information), trade secrets,
formulae, manufacturing methods, technical data, know-how and secret processes
of the Company as acquired and used by the Company are special, valuable and
unique assets of the Company. The Executive will not, during the term of his
employment or at any time thereafter, disclose any such information, trade
secrets, formulae, manufacturing
-3-
methods, technical data, know-how and secret processes to any person, firm,
corporation, association or any other entity for any reason or purpose
whatsoever without the prior written consent of the Board of Directors of the
Company, unless such information shall have previously become public knowledge.
8. Termination. (a) The employment of the Executive
by the Company may be terminated at any time, as follows:
(i) The Board of Directors, by a vote of a
majority of the Board of Directors, may terminate the employment of the
Executive if the conduct of the Executive shall, in the opinion of the Board of
Directors, constitute just cause for immediate dismissal. As used herein, the
term "just cause" shall mean conduct justifying immediate dismissal, consisting
of theft, conviction of a felony, insubordination, gross neglect of duty, breach
of any covenant contained in Section 6 or 7 hereof, habitual drunkenness, or
excessive absenteeism not related to illness.
(ii) The employment of the Executive shall
terminate if the Executive shall voluntarily leave the employment
of the Company.
(iii) The Board of Directors of the Company, by a
vote of a majority of the Board of Directors, may terminate the employment of
the Executive if it shall determine that the Executive has become incapacitated
or disabled to such an extent that he is incapable of performing the duties and
services required to be performed hereunder for a period or periods aggregating
in excess of six months in any twelve month period.
-4-
(iv) The employment of the Executive shall
terminate if the Executive shall die.
(b) If the Executive's employment is terminated under clauses
(i) or (ii) of Section 8(a), the Company shall have no further obligations to
the Executive hereunder, except the Company shall pay to the Executive the full
compensation due to the Executive and not theretofore paid for base salary up to
the date of such termination.
(c) If the Executive's employment is terminated pursuant to
clause (iii) of Section 8(a), the Company shall (i) pay to the Executive the
full compensation due to the Executive and not theretofore paid for base salary
and bonus under the Company's Profit Sharing Plan prorated to the date of such
termination, and for this purpose a simple proration shall be made on a monthly
basis, including the month during which the termination took place; and (ii)
shall make, or cause to be made, payments to the Executive, including any
payments made to the Executive under the Company's Long-Term Disability Income
Plan, equal to Sixty Percent (60%) of the Executive's base salary, payable in
equal semi-monthly payments, from the date of such termination until the earlier
of the date on which the Executive reaches age 65 or the death of the Executive.
(d) If the Executive's employment is terminated pursuant to
clause (iii) of Section 8(a) and the Executive shall subsequently die before
September 1 in the fifth year following such termination, or if the Executive's
employment is terminated pursuant to clause (iv) of Section 8(a), the Company
shall (i)
-5-
pay to the Executive's estate the full compensation due to the Executive and not
theretofore paid, for base salary and bonus prorated to the date of such
termination, and for this purpose, a simple proration shall be made on a monthly
basis, including the month during which the termination took place; (ii) pay in
the manner directed by the Executive's will the total amount of all deferred
compensation payable to the Executive and not theretofore paid under the
Company's Executives' Additional Compensation Plan; (iii) use its best efforts
to cause all insurance proceeds to which the Executive's designated beneficiary
or beneficiaries are entitled under all Company sponsored insurance plans
covering the Executive to be paid to such beneficiary or beneficiaries; and (iv)
cause the Executive's contributions to the Company's retirement plan to be paid
as directed by the Executive's will.
(e) If, at any time, the Company terminates the Executive's
employment without cause, the Executive shall not have any right to participate
in the stock option and restricted stock award plans of the Company, but the
Executive's participation in and coverage under other Company plans and
programs, including the Executive Health Plan, shall continue for the term of
this Agreement and thereafter in accordance with the terms of said plans and
programs and the Executive shall be entitled to whatever other rights he has
against the Company at law or in equity.
9. Remedies. In the event of a breach or threatened
breach by the Executive of the provisions of Section 6 or Section
-6-
7 of this Agreement, the Company shall be entitled to seek an injunction
restraining the Executive from violating either of said provisions. If the
Executive shall breach or threaten to breach any of the provisions of Section 6
or Section 7 of this Agreement, nothing herein shall be construed as preventing
the Company from withholding any payment or payments required to be made
hereunder to the Executive or from seeking any other remedy for any such breach
or threatened breach by the Executive, including the recovery of damages from
the Executive.
10. Notices. All communications hereunder shall be in writing
and delivered or mailed by registered mail to the Company at 1345 Avenue of the
Americas, New York, New York 10105, Attention: Board of Directors, and to the
Executive, at 930 Park Avenue, Apartment 7-N, New York, New York 10028, unless
another address has been given to the other party hereto in writing.
11. Interpretation. No provision of this Agreement may be
altered or waived except in writing and executed by the other party hereto. This
Agreement constitutes the entire contract between the parties hereto and cancels
and supersedes all prior agreements, written or oral, relating to the employment
of the Executive. No party shall be bound in any manner by any warranties,
representations or guarantees, except as specifically set forth in this
Agreement. This Agreement shall be interpreted under the laws of the State of
New York.
12. Renewals and Amendments. This Agreement may be
renewed, extended, altered or amended at any time by mutual
written agreement signed by both parties.
-7-
13. Binding Nature. This Agreement shall be binding
upon the Company and its successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
CARTER-WALLACE, INC.
By___________________________
Chairman of the Board
-----------------------------
PAUL A. VETERI
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EXHIBIT 10.8
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of April 15, 1997, between CARTER-WALLACE,
INC., a Delaware corporation (the "Company"), as the employer, and HERBERT
SOSMAN (the "Executive"), as the employee.
W I T N E S S E T H:
WHEREAS, the Executive has been employed by the Company
in an executive capacity for a number of years; and
WHEREAS, the Company desires to employ the Executive and the
Executive desires to be employed by the Company on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
herein, the Company and the Executive agree as follows:
1. Period of Employment. The Company shall employ
the Executive for a period commencing as of October 31, 1997 and
terminating as of October 30, 1999.
2. Compensation. (a) The Executive shall be paid a
base salary at the rate of not less than $521,000 per year,
payable in equal semi-monthly installments. Notwithstanding the
foregoing, said base salary may be increased (but not decreased)
as determined by the Company in accordance with the policies of
the Company and said increased salary shall thereafter be the
base salary of the Executive. In addition, the Executive shall
be entitled to participate in any retirement, pension, profit
sharing, bonus, stock option and restricted stock award plans, and death and
life insurance benefits and medical insurance programs, of the Company, now in
existence or hereafter adopted, in which other executive employees participate,
in accordance with the terms of any such plan, benefit or program.
3. Reimbursement for Expenses. The Company shall
reimburse the Executive in a manner consistent with the policies
of the Company for all reasonable expenses of the Company
incurred or paid by the Executive in discharge of his duties
hereunder.
4. Duties and Title of Executive. The Executive shall have
such titles and shall perform such duties in an executive capacity as may be
assigned to him from time to time by the Board of Directors of the Company.
Initially, the Executive shall be a Vice President of the Company and have the
title of President of the Company's Wallace Division, and shall have the powers
and duties that are normally exercised in and ordinarily pertain to these
positions.
The Executive's principal office shall be located at the
Company's facilities in Cranbury, New Jersey and/or in such other suitable space
in New York City as the Board of Directors may select.
5. Acceptance by Executive. The Executive accepts
the aforementioned employment at the compensation specified
above. During the term of this Agreement, the Executive shall
devote his best efforts to the service of the Company and to the
-2-
performance of the duties specified above competently, carefully and faithfully.
The Executive shall be permitted to take an amount of vacation in each year of
his employment in conformance with Company vacation policy.
6. Covenant Not to Compete. Except with the prior written
consent of the Company authorized by a resolution adopted by the Board of
Directors of the Company, during the period of employment hereunder and for a
period of one year after the termination of such employment for any reason, the
Executive will not, and will not permit any corporation, partnership or other
business entity in which the Executive has a financial interest, to engage
directly or indirectly in any business which is competitive with the business of
the Company; provided that the ownership by the Executive of not more than one
per cent of the capital stock of any other corporation or a one per cent
interest in any partnership or other business entity shall not be deemed to be a
violation of this Section 6.
7. Secrecy. The Executive recognizes and acknowledges that the
information (such as, but not limited to, financial information), trade secrets,
formulae, manufacturing methods, technical data, know-how and secret processes
of the Company as acquired and used by the Company are special, valuable and
unique assets of the Company. The Executive will not, during the term of his
employment or at any time thereafter, disclose any such information, trade
secrets, formulae, manufacturing methods, technical data, know-how and secret
processes to any
-3-
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever without the prior written consent of the Board of Directors
of the Company, unless such information shall have previously become public
knowledge.
8. Termination. (a) The employment of the Executive
by the Company may be terminated at any time, as follows:
(i) The Board of Directors of the Company,
by a vote of a majority of the directors, without cause and in
its sole discretion, may terminate the employment of the
Executive at any time by giving the Executive ninety (90) days
notice in writing of its election to terminate the employment.
(ii) The Board of Directors of the Company,
by a vote of a majority of the directors, may terminate the
employment of the Executive if the conduct of the Executive
shall constitute just cause for immediate dismissal. As used
herein, the term "just cause" shall mean theft, conviction of
a felony, insubordination, gross neglect of duty, breach of
any covenant contained in Sections 6 or 7 hereof, habitual
drunkenness, or excessive absenteeism not related to illness.
(iii) The employment of the Executive shall
terminate if the Executive shall voluntarily leave the
employment of the Company.
(iv) The Board of Directors of the Company,
by a vote of a majority of the directors, may terminate
-4-
the employment of the Executive if it shall determine that the
Executive has become incapacitated or disabled to such an
extent that he is incapable of performing the duties and
services required to be performed hereunder for a period or
periods aggregating in excess of six months in any twelve
month period.
(v) The employment of the Executive shall
terminate if the Executive shall die.
(b) If the Executive's employment is terminated
under clause (i) of Section 8(a), the Company shall pay the Executive, as
severance, an amount equal to the sum of two times the annual base salary of the
Executive, payable in substantially equal twenty-four (24) monthly payments,
commencing thirty (30) days after the employment is terminated.
(c) If the Executive's employment is terminated
under clauses (ii) or (iii) of Section 8(a), the Company shall have no further
obligations to the Executive hereunder, except the Company shall pay to the
Executive the full compensation due to the Executive and not theretofore paid
for base salary up to the date of such termination.
(d) If the Executive's employment is terminated
pursuant to clause (iv) of Section 8(a), the Company shall (i) pay to the
Executive the full compensation due to the Executive and not theretofore paid
for base salary and bonus under the Company's Profit Sharing Plan prorated to
the date of such termination, and for this purpose a simple proration shall be
-5-
made on a monthly basis, including the month during which the termination took
place; and (ii) shall make, or cause to be made, payments to the Executive,
including any payments made to the Executive under the Company's Long-Term
Disability Income Plan, equal to Sixty Percent (60%) of the Executive's base
salary, payable in equal semi-monthly payments, from the date of such
termination until the earlier of the date on which the Executive reaches age 65
or the death of the Executive.
(e) If the Executive's employment is terminated
pursuant to clause (v) of Section 8(a), the Company shall (i) pay to the
Executive's estate the full compensation due to the Executive and not
theretofore paid, for base salary and bonus prorated to the date of such
termination, and for this purpose, a simple proration shall be made on a monthly
basis, including the month during which the termination took place; (ii) pay in
the manner directed by the Executive's will the total amount of all deferred
compensation payable to the Executive and not theretofore paid under the
Company's Executives' Additional Compensation Plan; (iii) use its best efforts
to cause all insurance proceeds to which the Executive's designated beneficiary
or beneficiaries are entitled under all Company sponsored insurance plans
covering the Executive to be paid to such beneficiary or beneficiaries; and (iv)
cause the Executive's contributions to the Company's retirement plan to be paid
as directed by the Executive's will.
-6-
(f) If, at any time, the Company terminates the
Executive's employment without cause, the Executive shall not have any right to
participate in the stock option and restricted stock award plans of the Company,
but the Executive's participation in and coverage under other Company plans and
programs, including the Executive Health Plan, shall continue for the term of
this Agreement and thereafter in accordance with the terms of said plans and
programs.
9. Remedies. In the event of a breach or threatened breach by
the Executive of the provisions of Section 6 or Section 7 of this Agreement, the
Company shall be entitled to seek an injunction restraining the Executive from
violating either of said provisions. If the Executive shall breach or threaten
to breach any of the provisions of Section 6 or Section 7 of this Agreement,
nothing herein shall be construed as preventing the Company from withholding any
payment or payments required to be made hereunder to the Executive or from
seeking any other remedy for any such breach or threatened breach by the
Executive, including the recovery of damages from the Executive.
10. Notices. All communications hereunder shall be in writing
and delivered or mailed by registered mail to the Company at 1345 Avenue of the
Americas, New York, New York 10105, Attention: Board of Directors, and to the
Executive, at 10 Hyde Circle, Watchung, New Jersey 07060, unless another address
has been given to the other party hereto in writing.
-7-
11. Interpretation. No provision of this Agreement may be
altered or waived except in writing and executed by the other party hereto. This
Agreement constitutes the entire contract between the parties hereto and cancels
and supersedes all prior agreements, written or oral, relating to the employment
of the Executive. No party shall be bound in any manner by any warranties,
representations or guarantees, except as specifically set forth in this
Agreement. This Agreement shall be interpreted under the laws of the State of
New York.
12. Renewals and Amendments. This Agreement may be
renewed, extended, altered or amended at any time by mutual
written agreement signed by both parties.
13. Binding Nature. This Agreement shall be binding
upon the Company and its successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
CARTER-WALLACE, INC.
By___________________________
Chairman of the Board
-----------------------------
HERBERT SOSMAN
-8-
EXHIBIT 10.19
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT dated as of September ll, l996, between
CARTER-WALLACE, INC., a Delaware corporation (the "Company") as the employer,
and T. ROSIE ALBRIGHT (the "Executive"), as the employee.
W I T N E S S E T H:
WHEREAS, the Company desires to employ the
Executive and the Executive desires to be employed by the Company
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
herein, the Company and the Executive agree as follows:
l. Period of Employment. The Company shall employ the
Executive under the terms of this Agreement for a period
commencing as of December 4, l995 and terminating December 3,
2000.
2. Compensation. (a) The Executive shall be paid a base salary
at the rate of $400,000 per year, payable in equal semi-monthly installments.
Notwithstanding the foregoing, said base salary may be increased in the
discretion of the Board of Directors of the Company and said increased salary
shall thereafter be the base salary of the Executive. In addition, the Executive
shall be entitled to participate in any retirement, pension, health and life
insurance benefits and medical insurance programs, profit sharing program, stock
option, restricted stock
award and any other fringe benefit plans of the Company, now in existence or
hereafter adopted, in which other executive employees participate, in accordance
with the terms of any such plan, benefit or program.
(b) Executive's participation in the Carter Division Profit
Sharing Plan will commence in the fiscal year beginning April l, l996 and
Executive will be guaranteed a bonus for the fiscal year beginning April l, l996
and ending March 3l, l997 at the maximum level for the Division. The Company
agrees to make Executive whole for the loss of all or any part of Executive's
Revlon bonus which Executive has represented she is entitled to and which is
between 40% to 80% of Executive's base pay. To the extent Executive is denied
the entire amount or any portion of the bonus due to Executive leaving Revlon to
work for Carter- Wallace, the Company will pay Executive the amount Executive is
denied upon submission of suitable supporting documentation. For this
calculation, it is agreed that the bonus Executive will be entitled to from
Revlon is 67.2% x Executive's base salary at Revlon of $280,000 for a total
bonus of $l88,l60.
(c) The Company is considering adopting a Stock Option
Plan. This plan is subject to approval by the Board of Directors
of Carter-Wallace, Inc. and the shareholders of the Corporation.
Upon approval and implementation the Executive will be eligible
for participation in accordance with the terms of the plans
approved by the shareholders of the Corporation and it is
projected that the Executive should be awarded approximately
2
l6,000 shares of restricted stock and options on approximately 64,000 shares in
the first year of adoption.
(d) The Company agrees to provide relocation coverage on
Executive's home in St. Croix. This will include reimbursement for closing
costs, real estate brokerage fees and other approved expenses in accordance with
the terms of the Company's Relocation Policy, a copy of which is attached. For
purposes of guaranteeing the value of Executive's St. Croix house, the Company
will immediately secure two independent fair market value appraisals predicated
on comparables. The average of these appraisals, assuming they are within 5% of
one another, will determine the amount which the Company will guarantee. If they
are not, the Company will secure a third appraisal and use the average of the
two closest appraisals.
3. Reimbursement for Expenses. The Company shall
reimburse the Executive in a manner consistent with the policies
of the Company for all reasonable expenses of the Company
incurred or paid by the Executive in discharge of her duties
hereunder.
4. Duties and Titles of Executive. The Executive shall have
such titles and shall perform such duties in an executive capacity as may be
assigned to her from time to time by the Board of Directors of the Company.
Initially, the Executive shall have the title of President of the Carter
Products Division and Vice-President, Consumer Products, U.S., Carter-Wallace,
Inc.
3
and shall have the powers and duties that are normally exercised by and
ordinarily pertain to said positions.
The Executive's principal office shall be located at the
Company's facilities located at Cranbury, New Jersey.
5. Acceptance by Executive. The Executive accepts the
aforementioned employment at the compensation specified above. During the term
of this Agreement, the Executive shall devote her best efforts to the service of
the Company and to the performance of the duties specified above competently,
carefully and faithfully. The Executive shall be permitted to take four weeks of
vacation in each year of her employment in conformance with Company vacation
policy.
6. Covenant Not to Compete. Except with the prior written
consent of the Company authorized by a resolution adopted by the Board of
Directors of the Company, during the period of employment hereunder and for a
period of one year after the termination of such employment for any reason, the
Executive will not, and will not permit any corporation, partnership or other
business entity in which the Executive has a financial interest, to engage
directly or indirectly in any business which is competitive with the business of
the Company; provided that the ownership by the Executive of not more than one
percent of the capital stock of any other corporation or a one percent interest
in any partnership or other business entity shall not be deemed to be a
violation of this Section 6.
4
7. Secrecy. The Executive recognizes and acknowledges that the
information (such as, but not limited to, financial information), trade secrets,
formulae, manufacturing methods, technical data, know-how and secret processes
of the Company as acquired and used by the Company are special, valuable and
unique assets of the Company. The Executive will not, during the term of her
employment or at any time thereafter, disclose any such information, trade
secrets, formulae, manufacturing methods, technical data, know-how and secret
processes to any person, firm, corporation, association or any other entity for
any reason or purpose whatsoever without the prior written consent of the Board
of Directors of the Company, unless such information shall have previously
become public knowledge. On the Effective Date, the Executive will sign the
Company's standard agreement relating to secrecy and inventions (the "Secrecy
Agreement"), a copy of which is annexed hereto as Exhibit "A".
8. Termination. (a) The employment of the Executive
by the Company may be terminated at any time prior to December 3,
2000 as follows:
(i) The Company may terminate the employment of the Executive
if the conduct of the Executive shall, in the opinion of the Company, constitute
just cause for immediate dismissal. As used herein, the term "just cause" shall
mean conduct justifying immediate dismissal, consisting of theft, conviction of
a felony, insubordination, gross neglect of duty, breach of any covenant
contained in Sections 6 or 7 hereof,
5
habitual drunkenness, or excessive absenteeism not related to
illness.
(ii) The Company may terminate the employment of
the Executive if it shall determine that the Executive has become incapacitated
or disabled to such an extent that she is incapable of performing the duties and
services required to be performed hereunder for a period or periods aggregating
in excess of six months in any twelve month period.
(iii) The employment of the Executive shall
terminate if the Executive shall die before December 3, 2000.
(b) If the Executive's employment is terminated under
clauses (i) of Section 8(a) or if the employee voluntarily leaves the employment
of the Company before December 3, 2000, the Company shall have no further
obligations to the Executive hereunder except the Company shall pay to the
Executive the full compensation due to the Executive and not theretofore paid
for base salary up to the date of such termination.
(c) If the Executive's employment is terminated pursuant to
clause (iii) of Section 8(a), the Company shall (i) pay to the Executive the
full compensation due to the Executive and not theretofore paid for base salary
and bonus under the Company's Profit Sharing Plan prorated to the date of such
termination, and for this purpose a simple proration shall be made on a monthly
basis, including the month during which the termination took place; and (ii)
shall make, or cause to be made, payments to the Executive, including any
payments made to the
6
Executive under the Company's Long-Term Disability Income Plan.
(d) If the Executive's employment is terminated
pursuant to clause (iii) of Section 8(a) and the Executive shall subsequently
die or if the Executive's employment is terminated pursuant to clause (iv) of
Section 8(a), the Company shall (i) pay to the Executive's estate the full
compensation due to the Executive and not theretofore paid, for base salary and
bonus prorated to the date of such termination, and for this purpose, a simple
proration shall be made on a monthly basis, including the month during which the
termination took place; (ii) pay in the manner directed by the Executive's will
the total amount of all deferred compensation payable to the Executive and not
theretofore paid under the Company's Executives' Additional Compensation Plan;
(iii) use its best efforts to cause all insurance proceeds to which the
Executive's designated beneficiary or beneficiaries are entitled under all
Company sponsored insurance plans covering the Executive to be paid to such
beneficiary or beneficiaries; and (iv) cause the Executive's contributions to
the Company's retirement plan to be paid as directed by the Executive's will.
(e) If, at any time, the Company terminates the Executive's
employment without cause, the Executive shall not have any right to participate
in the stock option and restricted stock award plans of the Company, but the
Executive's participation in and coverage under other Company plans and
programs, including the Executive Health Plan, shall continue for
7
the term of this Agreement and thereafter in accordance with the terms of said
plans and programs and Executive shall be entitled to whatever other rights she
has against the Company at law or in equity.
9. Remedies. In the event of a breach or threatened breach by
the Executive of the provisions of Section 6 or Section 7 of this Agreement, the
Company shall be entitled to seek an injunction restraining the Executive from
violating either of said provisions. If the Executive shall breach or threaten
to breach any of the provisions of Section 6 or Section 7 of this Agreement,
nothing herein shall be construed as preventing the Company from withholding any
payment or payments required to be made hereunder to the Executive or from
seeking any other remedy for any such breach or threatened breach by the
Executive, including the recovery of damages from the Executive.
10. Notices. All communications hereunder shall be in
writing and delivered or mailed by registered mail to the Company
at 1345 Avenue of the Americas, New York, New York 10105,
Attention: Henry H. Hoyt, Jr., Chairman of the Board, and to the
Executive at 85 Mayapple Road, Stamford, CT. 06903, unless
another address has been given to the other party hereto in
writing.
ll. Interpretation. No provision of the Agreement may
be altered or waived except in writing and executed by the other
party hereto. This Agreement constitutes the entire contract
between the parties hereto and cancels and supersedes all prior
8
agreements, written or oral, relating to the employment of the Executive. No
party shall be bound in any manner by any warranties, representations or
guarantees, except as specifically set forth in this Agreement. This Agreement
shall be interpreted under the laws of the State of New York.
12. Renewals and Amendments. This Agreement may be
renewed, extended, altered or amended at any time by mutual
written agreement signed by both parties.
13. This Agreement shall be binding upon the Company
and its successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
CARTER-WALLACE, INC.
By__________________________
Chairman of the Board
--------------------------
T. ROSIE ALBRIGHT
9
EXHIBIT 10.20
CONSULTING AGREEMENT
AGREEMENT effective the 15th day of July, 1996, between
CARTER-WALLACE, INC., 1345 Avenue of the Americas, New York, New York 10105, a
Delaware corporation (the "Company"), and DANIEL J. BLACK, with a mailing
address at 45 East 62nd Street, New York, New York 10021 ("Consultant").
WHEREAS, the Company desires to secure the services of
Consultant; and,
WHEREAS, Consultant is willing to render consulting and
advisory services to the Company as provided herein upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants
herein, the Company and Consultant agree as follows:
1. Retention. The Company hereby retains Consultant
and Consultant agrees to render consulting and other services to
the Company.
2. Compensation. (a) Consultant shall be paid a fee
of Four Hundred Thousand Dollars ($400,000.00) per year payable
in equal bi-monthly payments. In the event this Agreement is terminated within
any year, there shall be a reduction in the fee equal in percentage to the
percentage of the year remaining at the date this Agreement terminates.
(b) Travel expenses are subject to the Company's
prior written approval. At Company's request, Consultant shall
provide suitable proof of expenditure of out-of-pocket expenses for travel prior
to payment by Company. Company shall reimburse Consultant for approved and
documented out-of-pocket travel expenses within ten (10) days of receipt of said
bill. During the term of this Agreement, the Company shall also reimburse
Consultant for his reasonable out-of-pocket expenses related to his consulting
services on submission of suitable evidence of expenditure.
3. Term and Termination. (a) (i) This Agreement
shall commence as of April 1, 1997 and shall remain in effect for
a period of three (3) years and thereafter renewable for additional periods of
one (1) year upon mutual agreement of both parties, unless sooner terminated as
provided for herein.
(ii) This Agreement shall automatically
terminate if the Consultant dies, becomes incapacitated or disabled to such an
extent that he is incapable of performing the services required to be performed
hereunder.
(iii) Either party hereto shall have the
right to terminate this Agreement if the other party shall breach any obligation
contained in this Agreement and such breach is not remedied within sixty (60)
days following written notice thereof.
(b) No payments shall be due Consultant except as
specified in this Agreement. The Company shall have no further obligation to
Consultant hereunder after termination or expiration of this Agreement except to
pay the Consultant the consulting fees specified in clause "2" above incurred
prior to
termination of his consulting services. Consultant shall not be entitled to any
consulting fees relating to any period after termination of this Agreement.
(c) The obligations set forth in clauses "5" and
"6" survive termination of this Agreement.
4. Services. (a) Consultant agrees that the
consulting services shall be personally performed by Daniel J.
Black. Consultant agrees to render the following consulting and
advisory services relating to the subjects listed below:
(i) development and strategies - profit
sharing and other incentive programs;
(ii) long term financial planning and
strategies;
(iii) acquisition review; (iv) membership on
Executive Committee; (v) international
operations; and (vi) such other projects as
may be assigned
to Consultant by Company.
(b) Consultant agrees to be available eighty (80)
working days a year to perform the services listed hereinabove.
(c) Consultant's services shall be conducted
either in the Company's New York office or such other location to be provided by
Consultant.
5. Secrecy. Consultant shall keep strictly
confidential all materials, information, and knowledge obtained
or acquired from the Company, as a result of the performance of
services hereunder, and Consultant acknowledges that such material, information,
and knowledge are special, valuable, and unique assets of the Company. During
the term of this Agreement or at any time thereafter, Consultant will not use or
disclose to any person, firm or corporation, other than the Company, any such
information without prior written consent of the Company unless such information
shall have previously become public knowledge through no fault of Consultant.
6. Inventions. Worldwide ownership and title in any ideas,
concepts, products, components, developments, patent rights, copyrights,
trademarks, processes, formulations, methodology, know-how, techniques,
improvements, or inventions relating to the subject matter of this Agreement and
resulting from the arrangements provided for herein shall be the sole property
of the Company, and Consultant agrees to execute and/or cause to be executed
upon request by the Company and deliver to the Company any and all documents as
may be necessary or desirable to perfect title to them in the Company, its
successors, assigns, or legal representatives.
7. Notices. All communications hereunder shall be in writing
and delivered or mailed by First Class Mail, postage prepaid, to the Company at
1345 Avenue of the Americas, New York, New York 10105, Attention: Chairman of
the Board, and to Consultant at the address shown hereinabove, unless another
address has been given to the other party hereto in writing.
8. Interpretation. No provision of this Agreement may
be altered or waived except by written instrument executed by both parties. This
Agreement constitutes the entire contract between the parties hereto in respect
to the subject matter hereof, and no party shall be bound in any manner by any
warranties, representatives, or guarantees, except as specifically set forth in
this Agreement.
9. Independent Contractor. It is understood and agreed that
Consultant is not an agent or employee of the Company for any purpose whatever,
but is an independent contractor, and Consultant shall not act or attempt to act
or represent himself as an agent or employee of the Company. As an independent
contractor, Consultant shall be responsible for payment of any and all taxes in
connection with this Agreement.
10. This Agreement may not be assigned by Consultant.
11. Entire Agreement. This Agreement supersedes all
other agreements that may exist between the parties relating to the subject
matter hereof. This Agreement sets forth the entire agreement and understanding
between the parties pertaining to the subject matter hereof and neither party
shall be bound by any definition, condition, warranty or representation other
than as expressly stated in this Agreement or as subsequently set forth in
writing and executed by Consultant and duly authorized officer of the Company.
12. Waiver. The failure on the part of Company or
Consultant to exercise or enforce any rights conferred upon it
hereunder shall not be deemed to be a waiver of any such rights
nor operate to bar the exercise or enforcement thereof at any
time or times thereafter.
13. Headings. The various headings of this Agreement
are inserted for convenience only and shall not limit or affect
the meaning of any section hereof.
14. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of New
York. The parties expressly consent to the jurisdiction over the
parties of the courts of the State of New York and the U. S.
District Court for the Southern District of New York for the
purpose of adjudicating any dispute or claim arising under this
Agreement.
15. Further Assurances. Each of the parties hereto
shall do such acts and make and deliver such instruments and
documents at and after the date of this Agreement as may be
reasonably required to effectuate the agreements herein and the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first written above.
CARTER-WALLACE, INC.
By:______________________
Henry H. Hoyt, Jr.
Chairman of the Board
----------------------
Daniel J. Black