Exhibit 10.22(e)
October 30, 2001
Mr. Vernon J. Nagel
36 Islanders Retreat
Savannah, Georgia 31411
Dear Vern:
This letter will confirm the terms of your employment by L & C Spinco,
Inc. ("Spinco"), effective November 15, 2001 (the "Effective Date"). We are
enthusiastic about your decision to join Spinco and look forward to working
with you to build a bigger, stronger Spinco.
The terms of your employment, which are subject, of course, to
approval by our Executive Resource and Nominating Committee and the Board of
Directors (or its Executive Committee) and satisfactory completion of Spinco's
normal pre-employment screening procedures, will be as follows:
1. Title and Duties - As Executive Vice President and Chief
Financial Officer, you will be an executive officer of Spinco reporting to the
Chairman, President, and Chief Executive Officer of Spinco. You will have
responsibilities commensurate with the position of Chief Financial Officer of
Spinco and its businesses and any other duties consistent with your position
which may be assigned to you by the Chairman, President, and Chief Executive
Officer of Spinco. You will devote substantially all of your working time and
attention to the business and affairs of Spinco.
2. Base Salary - Your base salary for the fiscal year ending
August 31, 2002 ("Fiscal 2002") will be at an annual rate of Three Hundred
Fifty-Seven Thousand Two Hundred Dollars ($357,200). Thereafter, your base
salary will be subject to annual review for increases at such time as Spinco
conducts salary reviews for executive officers generally. In addition, you will
receive a signing bonus of One Hundred Thousand Dollars ($100,000), subject to
withholding of applicable taxes, payable within thirty (30) days after the
Effective Date.
3. Annual Incentive Compensation - You will participate in the
Spinco Management Compensation and Incentive Plan (the "MCIP") for Fiscal 2002
with a target bonus equal to 45% of your base salary and a maximum bonus of 90%
of base salary (or higher at the discretion of the Executive Committee of the
Board of Directors). The bonus will be prorated for the number of days during
Fiscal 2002 that you were employed.
4. Long-Term Incentive Plan - You will receive a grant of
employee stock options for one hundred sixty thousand (160,000) shares of stock
under Spinco's Long-Term Incentive Plan. The grant will be made as soon as
practicable after the Effective Date and no later than December 21, 2001 and the
grant price will be the fair market value of the stock on the grant date. The
option will vest monthly over a three-year period (1/36 per month) commencing
one month after the grant date and will become 100% vested on the third
anniversary of the grant date. The option will be exercisable in accordance with
the customary terms of the Long-Term Incentive Plan. You will not be eligible to
receive any additional grants or awards under the Long-Term Incentive Plan for
two years (i.e. until grants and awards for the 2004 fiscal year are made),
unless otherwise granted by the Executive Committee of the Board of Directors.
5. Retirement Plans - Upon satisfying the eligibility
requirements, you will be eligible to participate in Spinco's tax-qualified
retirement plans, Spinco Pension Plan C and the Spinco 401(k) Plan for
Corporate Office Employees. In addition, upon employment, you will become a
participant in the Supplemental Retirement Plan for Executives of Spinco (the
"SERP"). Your benefits under the SERP will be determined pursuant to the
standard terms of the SERP.
6. Deferred Compensation Plans - You will be eligible to
participate immediately in the Spinco Executives' Deferred Compensation Plan
(the "EDCP") and the Spinco Supplemental Deferred Savings Plan (the "SDSP").
Under the EDCP, you will initially be able to defer up to $2500 from your
annual bonus; the deferred amount is matched by Spinco and bears interest at a
variable rate, currently the prime rate less two percentage points. Under the
SDSP, you may defer up to 50% of your annual cash compensation, and your
deferral earns interest at the prime rate. (As an executive officer with
eligibility for the SERP, you will not be eligible to receive the company
contribution or match under the SDSP.)
7. Medical, Life Insurance, and Other Employee Benefits - You
will be eligible to participate in the medical, dental, life insurance,
disability, and other benefit programs generally made available by Spinco to
its executive officers and their families. We will reimburse you for your COBRA
expenses (if you have them) until you are covered under our program. In
addition, you will be entitled to four (4) weeks vacation per calendar year.
8. Relocation Expenses - Spinco will pay the following
relocation expenses:
a) Rent and related temporary living expenses in
Atlanta for a period of up to one year from the
Effective Date pending your relocation to Atlanta;
b) Travel expenses to and from Atlanta from your
current residence for a period of up to one year
pending your relocation;
c) The expenses provided for in this section shall not
exceed $42,000 for the year, provided that to the
extent any such amounts are included in your gross
income, Spinco will provide you an appropriate tax
gross-up.
9. Employment at Will/Severance Payment/Change in Control - Your
employment will be at will and may be terminated by either Spinco or you at any
time for any reason, with or without notice. Except in the event of termination
in connection with a Change in Control of Spinco (as defined in the Severance
Protection Agreement that will cover you), you will be entitled to the
following severance payment if your employment is terminated for any reason
other than voluntary termination (including early or normal retirement),
termination upon death or Disability (as defined below), or termination by
Spinco for Cause (as defined below): you will receive a severance payment
(payable in semi-monthly installments) equal to your then current base salary
for a period of twelve (12) months, subject to your execution of a release and
severance agreement in a form acceptable to both parties.
For purposes of entitlement to a severance benefit, "Cause" shall mean any
act(s) on your part that constitutes fraud, a felony involving dishonesty, a
breach of fiduciary duty, insubordination, or gross malfeasance or habitual
neglect of your duties for Spinco, and "Disability" shall mean a physical or
mental infirmity which impairs your ability to substantially perform your
duties as Executive Vice President and Chief Financial Officer with or without
reasonable accommodation for a period of one hundred eighty (180) consecutive
days.
With respect to Change in Control situations, you will be covered by a
Severance Protection Agreement with the same provisions as are applicable to
Spinco's executive officers generally. In the event of your termination in
connection with a Change in Control that entitles you to benefits under the
Severance Protection Agreement, you will receive the greater of the payments
and benefits provided under the Severance Protection Agreement or the severance
payments described above.
The base salary, annual incentive, long-term incentives, nonqualified
retirement benefits, and any severance payments will be structured to ensure
the tax deductibility to Spinco of the payments and benefits under the Internal
Revenue Code of 1986.
We are delighted you are joining Spinco and we look forward to a long
and mutually satisfactory relationship. This letter outlines your employment
relationship with Spinco; if you agree with the employment terms as outlined
above, please sign and date both copies of this letter agreement and return one
copy to me at your earliest convenience.
Sincerely,
/s/ James S. Balloun
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James S. Balloun
ACCEPTED AND AGREED TO THIS
30th DAY OF OCTOBER, 2001.
/s/ Vernon J. Nagel
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Vernon J. Nagel