EXHIBIT 10.2
March 21, 1997
Mr. Darrell J. Olson
5123 Ravenswood Lane
Racine, WI 53402
RE: Employment Offer for Darrell J. Olson
Dear Darrell:
I am looking forward to having you as a key member of the Morgan Products, Ltd.
management team. You and I had the opportunity to be a part of a truly unique
management team at Mirro/Foley that created a synergistic environment where 2 +
2 = 5. The critical components of that environment were: team members with
outstanding skills sets in the key core competency areas, a common business
philosophy, the maturity to allow a problem solving process without
organizational boundaries, and the confidence in ourselves and the trust in our
team members that allowed us to focus all of our energies on increasing
shareholder value. We are ready to take that step at Morgan, and I know you can
help me create the bond that will enable us to work hard, get outstanding
results, and have a lot of fun while we are doing it!
I am in the process of finalizing a start date which will be predicated both on
your availability and the finalization of some legal issues relative to the
incumbent. However my target is around the week of April 7, 1997. I would also
like you to meet Frank Hawley, the Chairman of the Board, at your earliest
convenience. Your meeting with Frank is not a prerequisite to your employment
offer. It just gives you the opportunity to meet Frank and discuss his level of
support for me and his vision for our business.
As we have discussed, your position has dual responsibilities for both corporate
activities and divisional activities. You will report to me for corporate
responsibilities related to policy and HR strategy and to Dave Braun for Morgan
Distribution responsibilities. The Director of HR at Morgan Manufacturing will
have dotted line responsibility to you. It goes without saying that you and I
together will have the final say on all HR issues. In an effort to develop the
optimum mix of cost and service for HR activities , we will evaluate out
sourcing applicable HR activities.
Darrell J. Olson
March 21, 1997
Page 2
The following is a general summary of you employment offer:
o Position: Vice President of Human Resources, Morgan Products Ltd. & Morgan
Distribution
o Base Salary: $140,000.
o 1997 bonus guarantee: $50,000.
o Normal bonus plan: 50% target, 75% max.
o Stock Options: 50,000. (50% vest in 12 months, 50% vest in 24 months)
o Severance: 24 months starting with date of hire reducing to a 12 month
minimum.
o Company car per our program ( Grossed up for personal use)
o Club membership per our plan, or equivalent to help offset any loss on sale of
home.
o Participation in our newly created long term incentive plan. (max. potential
approx. $50,000/yr)
o Standard move policy covering expenses associated with the sale of home,
purchase of home, temporary living expenses, moving allowance equal to one
month base pay. We will provide some protection on a loss associated with the
sale of your home.
o A benefits package comparable to the other senior executives including life
insurance of 4x base with some co-pay, exec. Disability of approximately 70%
of base, 401K with executive deferral, health insurance (waive pre-existing
conditions), four weeks vacation.
o Change of control: approx. 1.5x base and average bonus.
Darrell, I think this covers what we have discussed, but if you have any
questions do not hesitate to call me. I have also included a copy of our
strategies which are in the process of being reviewed and a benefits package. I
confident that we will all have a lot of fun as we work together to increase
value for the Morgan shareholders. I look forward to seeing you and Jan this
week-end.
Best regards,
/s/ Larry R. Robinette
Larry R. Robinette
President and Chief Executive Officer