EXHIBIT 10(s)
AGREEMENT
AGREEMENT, dated October 19, 1995, between UNITED INDUSTRIAL
CORPORATION, a Delaware corporation with its principal offices at 18
East 48th Street, New York, New York 10017 (the "Company"), and P.
David Bocksch ("Bocksch").
W I T N E S S E T H :
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WHEREAS, the Company and Bocksch are parties to an
Employment Agreement dated March 16, 1995 (the "Employment Agreement")
pursuant to which the Company has employed Bocksch as its President
and Chief Executive Officer; and
WHEREAS, Bocksch desires to resign from all of his positions
with the Company and its subsidiaries, including his positions as
President, Chief Executive Officer, and member of the Board of
Directors of the Company; and
WHEREAS, the Company is willing to accept Bocksch's
resignation and has agreed to provide Bocksch severance benefits as
provided herein;
NOW, THEREFORE, for and in consideration of the mutual
covenants, agreements, premises and promises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Resignation. In consideration of the terms hereof,
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Bocksch's employment with the Company as President and Chief Executive
Officer, his position as a member of the Board of Directors of the
Company and his position as an officer and/or director of any
subsidiary of the Company are hereby terminated by resignation effec-
tive as of the close of business, October 18, 1995. Bocksch agrees to
execute all necessary documents which the Company may request of him
to effectuate such resignations consistent with this agreement.
2. Severance Payment. In addition to any salary payments
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owing to Bocksch through October 18, 1995 Bocksch shall receive the
following payments for the periods indicated, less any payroll
deductions required by law, which shall be in lieu of any other
payments or benefits (including vacation) to which Bocksch otherwise
might be entitled:
(a) $62,500 payable in a lump sum on the date this
Agreement is signed and returned to the Company; and
(b) $125,000 payable in equal monthly installments for a
period of five (5) months commencing November 19, 1995;
and
(c) payment by the Company of Bocksch's premiums for
continuation of his coverage under the Company's group
medical policy, as it may be amended from time to time,
for himself and his eligible dependents, until the
earlier of (i) Bocksch's obtaining employment from an
employer who offers medical benefits or (ii) the
expiration of twelve (12) months after the date this
agreement is signed and returned to the Company, which
continuation coverage shall be counted towards the
Company's obligations under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") to offer
Bocksch the opportunity to continue his medical
benefits at his own expense; and
(d) reimbursement by the Company of all reasonable business
expenses properly incurred by Bocksch in accordance
with Company policy, and upon the submission of proper
vouchers and documentation to the Company.
3. General Release of Claims. In consideration of the
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terms hereof, Bocksch has agreed to and does hereby waive any claims
he may have for employment by the Company and has agreed not to seek
such employment or reemployment by the Company in the future. Bocksch
has further agreed to and does hereby release and forever discharge
the Company and any subsidiaries and affiliates of the Company and
their respective current and former officers, directors, shareholders,
employees and agents from any and all claims and causes of action,
known or unknown, arising out of or relating to his employment or
engagement by the Company or the termination thereof through the date
of the signing of this Agreement, including, but not limited to
wrongful discharge, breach of contract, tort, fraud, the Civil Rights
laws, Americans with Disabilities Act, Employee Retirement Income
Security Act, or any other federal, state or local law relating to
employment or discrimination in employment, or otherwise. This
release does not include Bocksch's right to enforce the terms of this
agreement.
In consideration of the terms hereof, the Company has agreed
to and does hereby release and forever discharge Bocksch from any and
all claims and causes of action, known or unknown, arising out of or
relating to his employment by the Company or the termination thereof
through the date of the signing of this Agreement. This release is
subject to Paragraph 6 hereof, and
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does not include the Company's right to enforce the terms of this
Agreement.
4. Cancellation of Employment Agreement. The Employment
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Agreement is hereby rescinded in its entirety and shall be of no
further force or effect, including, but not limited to, any right
Bocksch may have had to receive any stock options thereunder. All
stock options previously granted to Bocksch by the Company are hereby
terminated. Notwithstanding the immediately preceding sentence,
paragraph 6(d) (No solicitation of employees and customers) and
paragraph 7 (Injunctive Relief) of the Employment Agreement shall
remain in full force and effect for a period of twelve months after
the termination of Bocksch's employment, except that paragraph 6(d)(i)
shall apply with respect to any person, firm or corporation whether or
not in competition with the business of the Company or any of its
subsidiaries, and paragraph 6(a) (Confidentiality) of the Employment
Agreement shall remain in full force and effect as specified in the
Employment Agreement.
5. Return of Company Property. Bocksch agrees that he
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shall promptly return to the Company all property of the Company or
its subsidiaries in his possession, custody, or control, including but
not limited to all Company cars, records, computer equipment, notes,
drawings, model documents and other materials (whether or not secret
or confidential) and all copies thereof which he has in his possession
or under his control and which he has received, prepared or otherwise
acquired during his employment with the Company and which pertain to
the affairs of the Company.
6. Bocksch's Representations. Bocksch represents and
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warrants to the Company that: a) he has not committed any fraudulent
or illegal acts in the course of his employment with the Company; and
b) he has not violated Paragraph 6(e) of the Employment Agreement.
7. Cooperation. At the Company's request, Bocksch agrees
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to assist and advise the Company with respect to matters in which he
was involved and had knowledge as an employee or director of the
Company. Such assistance and advice shall not interfere in any
material respect with any other business engagements Bocksch may have.
8. Entire Agreement. This agreement sets forth the entire
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understanding of the parties and, except as otherwise provided in
paragraph 4 above, supersedes any and all prior agreements, oral or
written, relating to Bocksch's employment by the Company or the
termination thereof.
9. No modification; Successors. This agreement may not be
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modified except by a writing, signed by Bocksch and by a
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duly authorized officer of the Company. This agreement shall be
binding upon Bocksch's heirs and personal representatives, and the
successors and assigns of the Company.
10. Governing Law. This agreement and the legal relations
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among the parties hereto shall be governed by and construed in
accordance with the laws of the State of New York applicable to
contracts made and to be performed in New York without regard to New
York's conflict of laws rules.
11. Notices. All notices, requests, demands and other
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communications permitted or required hereunder shall refer to this
agreement and may be delivered personally, telecopied or sent
registered or certified mail, return receipt requested or by courier
service guaranteeing next-day delivery to the party at the addresses
set forth above, or such other addresses as the parties may designate
by like notice.
a) If to the Company:
United Industrial Corporation
18 East 48th Street
New York, New York 10017
Attention: Susan Fein Zawel
with a copy to:
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
Attention: Ted S. Waksman, Esq.
b) If to Bocksch:
P. David Bocksch
90 Ardmore Road
Ho-Ho-Kus, New Jersey 07423
Telecopy No.: (201) 444-6355
with a copy to:
Smiley, Schwartz & Captain
60 East 42nd Street
New York, New York 10165
Attention: Leonard Schwartz, Esq.
12. Headings. The headings contained in this
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agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this agreement.
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13. Voluntary Agreement. Bocksch acknowledges that before
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entering into this agreement, he had the opportunity to consult with
Leonard Schwartz, Esq. and any other attorney or advisor of his
choice, and he has been advised to do so if he chooses. Bocksch
further acknowledges that he has entered into this agreement of his
own free will, and that no promises or representations have been made
to him by any person to induce him to enter into this agreement other
than the express terms set forth herein. Bocksch further acknowledges
that he has read this agreement and understands all of its terms,
including the waiver and release of claims set forth in paragraph 3
above.
IN WITNESS WHEREOF, the parties hereto have duly executed
this agreement as of the date first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ Susan Fein Zawel
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Susan Fein Zawel
Vice President
/s/ P. David Bocksch
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P. David Bocksch
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