[LETTERHEAD OF J.B. WILLIAMS COMPANY, INC.]
May 12, 1995
Mr. Dana John Dowers
5279 Woodbridge Ave
Powell, OH 43065
Dear John:
Brynwood Partners, the J.B. Williams management team and I look forward to you
joining the J.B. Williams Company as Vice President, Sales.
Herewith, I am outlining the basic terms which we are prepared to offer you.
You shall receive an annual salary of $143,000 payable in 24 semi-monthly
installments. Your annual salary shall be subject to a merit review for possible
increase at the end of each fiscal year during your employment.
You shall be eligible to participate in the Company's annual bonus pool with
other member of the JBW management. The amount of such bonus, if any, shall be
awarded at the sole discretion of the board of directors and upon the Company
attaining planned performance objectives and a positive evaluation of your
performance and contributions during the previous year. The Company plans to
establish an annual bonus pool which will allow top management to earn a
substantial bonus each year, if the established criteria are met. The key factor
in determining your individual performance will be your ability to assume
responsibility for all J.B. Williams sales functions.
You will be given options allowing you to purchase 125 shares of JBW's common
stock. This represents a 1.25% (one and one quarter percent) equity interest
assuming all incentive options available for employees have been granted. You
will be entitled to earn an additional 0.25% (25 shares) of JBW's common stock
after the successful completion of one year's employment, at an exercise price
equal to the price of your initial 125 shares. Your options shall vest at the
rate of 20% immediately and the 20% annually, exercisable at the end of each
full year of employment in years one through four, provided you remain employed
with the Company. Your exercise price will be equal to the fair market value of
the Company's shares on the date of grant, as outlined in the 1994 Stock Option
Plan, which contains all terms governing these stock options.
You will be entitled to normal perquisites offered to all management employees
including 401-K Plan with company-matched funding, health and life insurance and
other benefits. You can contact Kevin Hartnett directly regarding the other
benefits available.
It is our intention to provide you with a $500 per month car allowance.
We will pay for all documented relocation expenses to the New Jersey area
subject to a gross maximum of $39,500. Relocation expenses covered are as
follows:
Commission to sales agent and closing costs for the sale of your present home.
Actual out-of-pocket moving expenses to the New Jersey area.
Loan origination fees to secure a new mortgage and closing costs on the purchase
of a home in the New Jersey area.
Temporary living expenses that may be necessary for you.
Two house search trips for your wife to the New Jersey area.
We will provide you with a one year employment contract at your base salary,
with an evergreen provision.
John, we believe that this is a very good package, particularly in view of the
fact that there is a significant equity stake for you in this. Most
entrepreneurial opportunities do not provide the kind of base salary and bonus
as we are doing here, but we believe that you can be a very valuable asset to
J.B. Williams and we are obviously eager to have you on board full time. This
offer is contingent on your starting full time employment no later than June 1,
1995.
Please acknowledge acceptance of this offer letter and employment terms herein
by signing one copy of this letter in the space provided below and returning one
copy to me.
We are looking forward to you joining the J.B. Williams Company. If you have any
questions, please let me know.
Sincerely,
/s/ DARIO U. MARGVE
Dario U. Margve
President
DUM/dsl
cc: H. Hartong, Jr. - Brynwood Partners
R. Niner - Brynwood Partners
I have read this offer letter and accept the offer and terms of employment as
put forth above.
/s/ DANA JOHN DOWERS 5/14/95
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Dana John Dowers Date