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EXHIBIT 10.14
July 18, 2000
PERSONAL & CONFIDENTIAL
James H. Woodward
67 Foxgate Circle West
Bowling Green, OH 43402
Dear Jim:
We are pleased to confirm to you our offer of employment with JLG
Industries, Inc. (the "Company") according to the terms set forth in this
letter:
Title: Senior Vice President and Chief Financial
Officer.
Commencement Date: September 1, 2000 (the "Commencement Date").
Base Salary: $280,000 per annum, payable semi-monthly.
Signing Bonus: You will receive a signing bonus of
$115,000 payable on the Commencement Date and on
the Commencement Date you will receive 15,000
Restricted Shares granted pursuant to the
Company's Stock Incentive Plan (the "Stock Plan")
and evidenced by a separate Restricted Share
Agreement. The Restricted Shares will vest in
three equal installments on the third, fourth and
fifth anniversaries of the Commencement Date.
Incentive Plan: You will participate in the Company's
Annual Management Incentive Plan (the "MIP"). The
MIP is designed to offer "performance based
compensation" in compliance with Internal Revenue
Code Section 162(m). Accordingly, your
participation will be evidenced by a separate
award letter pursuant to the terms of the MIP.
The final amount awarded each year will be
determined by the Company's Compensation
Committee typically based upon a percentage of
your base salary, multiplied by factors
determined by reference to the level of
achievement of your personal performance
objective(s), and the applicable Company
performance modifier for the year, with the
resulting amount subject to reduction based on
other subjective criteria at the discretion of
the Committee.
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For fiscal 2001, your award, before exercise of
the Committee's discretion, will range from $0 to
$405,000 based upon 60% times your prorated (11
months) base salary for the year, multiplied by a
percentage of up to 150% based upon achievement
of your personal performance objective(s) and by
a percentage ranging up to 175% for
"distinguished" Company performance based on a
matrix of fully diluted earnings per share and
free cash flow outcomes for fiscal 2001.
Stock Options: On the Commencement Date, you will receive stock
options to purchase 43,500 shares of Common
Stock of the Company. Subject to your continued
employment with the Company, they will vest in
three equal installments on the third, fourth
and fifth anniversaries of the Commencement
Date. The options will be granted pursuant to
the Stock Plan and will be evidenced a stock
option agreement entered into pursuant to the
Stock Plan. The exercise price of the options
will be the mean average of the high and low
prices at which the Company's shares are traded
on the New York Stock Exchange ("NYSE") on the
trading day immediately preceding the
Commencement Date. Unexercised options,
including any unvested options, will cease to be
exercisable on the tenth anniversary of the
Commencement Date.
Change in Control: All options and Restricted Shares will vest and
become fully exercisable immediately upon a
"Change in Control" as defined in the Stock Plan.
Other Benefit Plans: You will be eligible for the standard retirement
and other benefit programs provided for officers
of the Company. Without limiting the generality
of the foregoing, these benefits include: (i)
participation in the Company's 401(k) plan which
currently provides for Company matching of 50%
of the first 5% of Eligible Compensation
contributed to the plan and a discretionary
profit sharing contribution by the Company which
typically has been approximately 5% of Eligible
Compensation not in excess of the Social
Security wage base plus 10% of Eligible
Compensation in excess of the Social Security
wage base, (ii) participation in the Company's
Supplemental Executive Retirement Plan ("SERP")
which, for Senior Vice Presidents at full
vesting after five years of service currently
provides a retirement benefit of 55% of the
average highest two-year salary plus MIP award
reduced principally by (a) all defined benefit
or cash balance plan amounts received from JLG
contributions or from other employers, (b) all
other defined contribution balances received
from JLG contributions or other employers, and
(c) 50% of
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social security benefits (SERP benefits vest 25%
per year commencing with the second anniversary
of the Commencement Date until fully vested),
(iii) participation in the Company's Executive
Deferred Compensation Plan which permits
participants to elect to defer receipt of a
portion of salary and MIP award and to direct
the investment of deferred amounts among the
investment options available under the Company's
401(k) plan, (iv) participation in the Company's
medical insurance plan and supplemental
executive medical benefit program, (v) term life
insurance which currently provides a death
benefit equal to two times annual base salary,
and (vi) four weeks of paid vacation per year
(not including public or Company holidays). In
addition, the Company will reimburse you for the
reasonable, annual cost of tax preparation and,
to facilitate appropriate business
entertainment, during the term of your
employment, the Company will pay reasonable
membership initiation fees and annual dues for
your admission as a member of a country club
located within a 50 mile radius of the Company's
headquarters.
Transition Benefits: In accordance with the Company's relocation
policy, the Company will reimburse you for all
reasonable and necessary expenses that you incur
in connection with your relocation within 12
months following the Commencement Date from your
current principal residence to a new principal
residence within a 50 mile radius of the
Company's headquarters, including associated
commuting expense and temporary living
arrangements prior to relocation of your
principal residence.
Separation: Your employment will be "at will". Either you or
the Company may terminate your employment at any
time for any reason. Promptly upon termination
of your employment, you will return to the
Company all documents, papers, materials and
other property of the Company relating to its
affairs or containing proprietary information of
the Company that are then in your possession or
under your control. Pursuant to a separate
agreement, you shall be entitled to severance
benefits under the Company's Executive Severance
Plan, as and to the extent your employment is
terminated during the first 2 years of
employment, which currently provides for any
"Dismissed" participant a "Severance Benefit"
equal to an "Applicable Percentage" of then
current base salary plus MIP awards for the 12
months preceding the termination date. In the
case of termination due to a "Change in Control"
the MIP award is deemed to be the then current
year "target" award. Your "Applicable
Percentage" will be 100%.
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Confidentiality: You agree not to disclose to anyone (except to
the extent reasonably necessary for you to
perform your duties) any confidential or
proprietary materials, documents, records or
other confidential or proprietary information
concerning the business or affairs of the
Company or any affiliates thereof which you may
have acquired in the course of or as an incident
to your employment with the Company or any
affiliates thereof.
You represent and warrant that there are no
contractual impediments which restrict your
acceptance of this employment and that you will
not bring to your employment or use in
connection with such employment any confidential
or proprietary information that you used or had
access to by reason of any previous employment
that is the property of any previous employer.
Non-Compete: During the term of your employment with the
Company and for a period of two years
thereafter, you will not, without the prior
written consent of the Board of Directors of the
Company, directly or indirectly engage in or
assist any activity which is competitive with
the business of the Company (other than on
behalf of the Company) including, without
limitation, whether such engagement or
assistance is an officer, director, employee,
partner or investor (other than as a holder of
less than 5% of the outstanding capital stock of
a publicly traded corporation), anywhere in the
world that the Company has been engaged. For a
period of two years after the termination of
your employment, you will not solicit for
employment any employees of the Company. You
agree that if the scope of these obligations are
determined to exceed that which may be
enforceable under applicable law, the scope of
these obligations shall be reformed to provide
for enforcement to the maximum extent permitted
under applicable law.
Intellectual Property
Rights: You agree that any developments by way of
invention, design, copyright, trademark or other
matters which may be developed or perfected by
you during the term of your employment, and
which relate to the business of the Company,
shall be the property of the Company without any
interest therein by you, and you will, at the
request and expense of the Company, apply for
and prosecute letters patent thereon in the
United States or in foreign countries if the
Company so requests, and will assign and
transfer the same to the Company together with
any letters patent, copyrights, trademarks and
applications therefor; provided, however, that
that foregoing shall not
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apply to an invention that you develop entirely
on your own time without using the Company's
equipment, supplies, facilities or trade secret
information.
Assignment; Successors: This letter agreement is personal in its nature
and none of the parties hereto shall, without
the consent of others, assign or transfer this
letter agreement or any rights or obligations
hereunder, provided that, in the event of the
merger, consolidation, transfer, or sale of all
or substantially all of the assets of the
Company with or to any other individual or
entity, this letter agreement shall, subject to
the provisions hereof, be binding upon and inure
to the benefit of such successor and such
successor shall discharge and perform all the
promises, covenants, duties, and obligations of
the Company hereunder, and all references herein
to the "Company" shall refer to such successor.
The Company will require that any successor
(whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or
substantially all of the business or assets of
the Company to assume expressly and agree to
perform this letter agreement in the same manner
and to the same extent that the Company would be
required to perform it if no such succession had
taken place.
This letter agreement is governed by and is to be construed and
enforced in connection with the laws of the Commonwealth of Pennsylvania and any
action commenced hereunder must be brought in a court located in the such
Commonwealth. The obligations of the Company set forth in this letter agreement
are subject to approval of this letter agreement by the Company's Board of
Directors. This letter agreement, including the various separate agreements
referred to herein, embodies our entire understanding and supersedes all prior
understandings, whether oral or written, relating to this offer. This letter
agreement cannot be amended or otherwise modified except by a writing signed by
you and the Company.
We look forward to welcoming you to the Company.
Sincerely yours,
JLG INDUSTRIES, INC.
L. David Black
Chairman of the Board
and Chief Executive Officer
Employment Offer Accepted:_____________________________
Employment Date:_______________________________________
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