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EXHIBIT 10(p)
AGREEMENT CONCERNING QUALIFIED TERMINATION
This Agreement made this __ day of __________, 1997 between CML Group, Inc.
(the "Company") and __________________________________________ (the "Employee").
WHEREAS, the Employee is a member of the corporate staff located at the
Company's executive offices in Acton, Massachusetts and/or a key member of the
Company's management team;
WHEREAS, the Company recognizes that the possibility of acquisition of the
Company's business by a third party, disposition by the Company of one or more
of its principal business assets or segments, or formation of a strategic
alliance or similar business arrangement (each, hereinafter referred to as
"Major Company Event") may result in the departure or distraction of the
Employee to the detriment of the Company and its shareholders; and
WHEREAS, the Company wishes to assure the Employee of a continuing
compensation benefit should his/her employment be terminated following a Major
Company Event;
NOW THEREFORE, in consideration of these premises and other good and
valuable considerations, the parties agree as follows:
1. In the event the Company elects to terminate the Employee's employment
prior to or following the occurrence of a Major Company Event because, as
determined by the Board of Directors or the Compensation Committee of the Board
of Directors, the Employee's services are no longer required (hereinafter, a
"Qualified Termination"), the Company shall pay to the Employee from and after
the date of such termination an amount ("Termination Payment") equal to the
product of (a) the Employee's then monthly base salary and (b) the number of
years (any fraction of a year to be included as a full year) that the Employee
has been a full-time employee of the Company or any of its subsidiaries,
PROVIDED, HOWEVER, that in no event may the number determined pursuant to clause
(b) exceed twenty-four (24).
2. The Termination Payment shall be paid to the Employee by the Company in
substantially equal monthly installments on the first day of each month,
commencing on the first day of the month immediately following the Employee's
Qualified Termination or, if the Board of Directors otherwise decides, in a lump
sum cash payment within 30 days following the Employee's Qualified Termination.
In addition to the Termination Payment, the Company, at no cost to the Employee,
shall provide the Employee with health insurance (including medical and dental
coverage), life insurance, long-term disability ("Termination Benefits")
substantially identical in amount and coverage to similar benefits provided to
the Employee immediately prior
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to the Employee's Qualified Termination. The Termination Benefits shall be
provided for the greater of (i) the number of months equal to the result
obtained by dividing (x) the Termination Payment by (y) the Employee's monthly
base salary and (ii) six (6) months. Any health care continuation benefits which
the Company is required to provide pursuant to Part 6 of Subtitle B of Title I
of the Employee Retirement Income Security Act of 1974 as amended shall begin
upon the cessation of the Termination Benefits.
3. In the event that the Employee has an employment contract or any other
agreement with the Company which entitles him/her to any severance payments upon
the termination of employment, the amount of any payments under paragraph 1
shall be reduced (but not below zero) by the payments to be made under such
other agreement.
4. Anything to the contrary notwithstanding, all payments required to be
made by the Company hereunder to the Employee shall be subject to the
withholding of such amounts, if any, relating to tax and other payroll
deductions as the Company may reasonably determine it should withhold pursuant
to any applicable law or regulation.
5. Nothing in this Agreement shall be construed as limiting the Company's
right to terminate the Employee's employment, and the payments required pursuant
to this Agreement shall only apply if such termination is a Qualified
Termination.
6. Any notices hereunder shall be in writing and shall be deemed given five
days after mailing in the continental United States by registered or certified
mail, or upon personal receipt after delivery, telex, telecopy or telegram, to
the party entitled thereto at the address stated below or to such changed
address as the addressee may have given by a similar notice:
To the Company: CML Group, Inc.
524 Main Street
Acton, MA 01720
To the Executive: At his/her home address, as last shown on the
records of the Company
7. In the event that any provision of this Agreement shall be determined to
be invalid or unenforceable in any jurisdiction, it shall continue to be
enforceable in all other jurisdictions and in any event the remaining provisions
shall remain in full force and effect to the fullest extent permitted by law.
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8. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors. If the Employee dies while any amounts are still
owing under this Agreement, such amounts shall be paid to the Employee's estate
or to such person as the Employee shall have designated in writing to the
Company. This Agreement shall not otherwise be assignable by the Employee.
9. This Agreement may not be amended unless agreed to in writing by the
Employee and the Company. No waiver by either party of any breach of this
Agreement shall be deemed a waiver of a subsequent breach.
10. The validity, interpretation, performance and enforcement of this
Agreement shall be governed by the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CML GROUP, INC.
By __________________________________
_____________________________________
Employee
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