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Exhibit 10(xiv)(i)
February 25, 1993
Jon G. Hettinger
Borden, Inc.
180 East Broad Street
Columbus, Ohio
Dear Jon:
This letter will confirm our discussions concerning your decision
to resign your positions with the Company, by mutual agreement. It
will also serve to cover various related matters so there will be
no future confusion regarding them.
1. The time between now and May 31, 1993, will serve as a notice
period during which you will either take vacation or perform
special assignments as requested. Commencing June 1, 1993,
through May 31, 1994, you will be an employee on limited
service, but will accrue no vacation rights during that
period. During this notice and limited service period, you
will receive your regular salary of $15,416.67 semi-monthly
(less normal deductions). Should you, prior to June 1, 1994,
accept other employment or embark upon a business venture as
a principal, your employment status with the Company will
cease at that time but, subject to your obligations under
paragraph 13 below, the payments under this paragraph 1 shall
continue.
In the event that by June 1, 1994, you have not secured other
employment or embarked upon a business venture as a principal,
your salary and status as a limited employee will be continued
until the earlier of (a) your commencement of employment; (b)
your commencement of a business venture as a principal; or (c)
September 1, 1994.
2. Effective immediately, you will resign your position as an
officer and Executive Vice president of Borden, Inc. by
signing the attached resignation letter.
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Jon G. Mettinger
February 25, 1993
3. You understand that you will not participate in the annual
Management Incentive plan, the 1992-94 long-term cycle or the
1993-1995 cycle. However, the stock options which you now
hold will continue to be in effect until the date payments
cease under paragraph 1 above, or until such earlier time as
you are employed by another company.
4. The Company will extend your Core benefits until August 31,
1993, i.e., country club dues and luncheon club dues (but not
expenses for non-Borden related items), and financial
counseling and home/auto insurance reimbursement. Your
parking privileges, medical accumulation and survivor income
capital account will continue through May 31, 1993. Your
umbrella insurance benefit will continue through December 31,
1993. You will assume responsibility for your car phone
expenses at the beginning of its next billing cycle.
5. Your other regular employee benefits (medical, life, pension
and savings plan) will continue until the earlier of the date
payments cease under paragraph 1 above , or the date on which
you commence other employment or commence a business venture
as a principal. However, you will not be eligible for salary
continuance, long-term or short-term disability after May 31,
1993.
6. As special consideration to assist you in locating a new
position, and to defray the expenses you will incur for
office, telephone and secretarial assistance, the Company will
pay you a lump sum amount of $12,000, as soon as practicable.
In addition, you will be permitted $10,000 for personal travel
expenses or outplacement counseling in connection with a job
search. Requests for reimbursement for these latter items
should be submitted on a regular expense form with
accompanying receipts.
You presently have Company computer equipment in your home.
If the present value of that equipment is less than $4,000,
you will retain it. If the value exceeds $4,000, the Company
will provide you with computer equipment up to that value.
You will promptly return to the Company all of its books,
records, files, equipment or other property now in your
possession.
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Jon G. Hettinger 3
February 25, 1993
7. You will transfer to the Company the equity in your golf
memberships at the Muirfield Golf Club and the New Albany
Country Club as soon as practicable, but no later than August
31, 1993. You will transfer the equity in your membership in
The Golf Club as of October 1, 1994, or, if you prefer, pay to
the Company its value as of that time.
8. In the event you decide to embark upon a business venture as
a principal, the Company will, upon your request, pay all of
the monies due you under paragraph 1 above, less $100,000, in
a lump sum. The balance of $100,000 will be paid to you on
May 31, 1994, or earlier if mutually agreed.
9. Under the Management Incentive Plan, you may have elected to
defer incentive awards. Deferred awards under the Plan, if
any, will be paid to you consistent with the provisions of the
Plan upon the completion of your limited service.
10. You acknowledge executing a Security and Invention Agreement
on May 2, 1973 (copy attached), and you agree to comply with
the terms and conditions of that Agreement
11. Because of the unusual arrangement being provided to you, we
will expect and you agree, that you will conduct yourself in
a manner which does not disparage Borden, Inc., its employees,
officers, subsidiaries, and affiliates, and which is not
contrary to the best interest of these organizations. The
Company, through its Core Management and officers, will not
disparage you. This obligation will not be construed to
prohibit the Company from making truthful statements about its
business; nor shall it prohibit you from making truthful
statements responsive to any statements made by the Company.
12. You agree to be available, as reasonably necessary and upon
reasonable notice, with no expense to yourself (expenses
include transportation, meals and lodging) for legal
proceedings, whether administrative, civil, or criminal, if
any, which are already pending or which may arise in the
future with respect to events which occurred during your
employment with Borden, Inc. You further agree to assist and
cooperate with Borden, Inc. in any such proceedings.
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Jon G. Hettinger
February 25, 1993
13. As a former Executive Vice President and officer of Borden,
Inc., your knowledge of our customers, markets and plans in
all facets of the business is extensive and a valuable asset.
Accordingly, you agree that until August 31, 1994, you Will
not engage, without prior written consent of the Chief
Executive Officer (not to be unreasonably withheld), directly
or indirectly on your own account, or as agent, employee,
partner, major stockholder or otherwise, in any of the
following activities with respect to any product or service
sold by Borden, Inc., its subsidiaries or affiliates
(hereinafter "the Company") in any unit in which you were
employed or for which you had any responsibility during the
past two (2) years, or any product or service similar to,
competitive with, or intended to compete with any product or
service:
a) Sell, manufacture, distribute or solicit
orders for any such product or service in any
geographical area for which you were
responsible as a representative of the Company
at any time during the two (2) years preceding
this agreement or engage in any such
activities in any other area where they result
in or involve the shipment or delivery of such
product to, or performance of such service in,
any geographical area in which you acted as an
employee of the Company at any time during
such two (2) year period.
b) In any geographical area, solicit, sell or
contact with a view to selling, any such
product or service, any person, firm or
corporation from whom you solicited any order
directly or indirectly or otherwise dealt with
on behalf of the Company at any time during
the two (2) year period set forth above.
14. This agreement is personal and not assignable by you. In the
event of your death during the term hereof, this agreement
shall terminate as of the last day of the month during which
your death occurred and your designated beneficiary, which may
be a trust, or if none is so designated, your estate will be
paid all monies due up through the month of your death, and,
in addition, the balance of any of the pay due as noted in
paragraph 1 above. If that death occurs while you are still
in an "employee" staus, your widow would be entitled to the
benefits applicable to widows under the benefit plans in which
you are participating at the time of your death.
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Jon G. Hettinger 5
February 25, 1993
15. In the event of a material breach of your obligation not to
compete under this agreement you understand and agree to pay
to Borden, Inc., any monies received under this agreement up
to $400,000, and acknowledge that no further sums would be due
hereunder. This remedy is in addition to any remedy Borden,
Inc. has to specifically enforce your agreement and is not to
be construed as a limitation on its right to recover any
greater amount of damage Borden can prove.
16. We agree that this agreement and its attachments supersedes
any and all other agreements relating to your employment with
the Company including, but not limited to, your Core
Arrangement, Team Agreement and Supplemental Benefits
Agreement. This agreement shall be governed by the laws of
the State of Ohio and shall inure to the benefit of the
successors and assigns of Borden, Inc. Any provision of the
agreement deemed by a court to be too broad to be legally
enforced shall be modified but only to the extent required to
be so legally enforceable.
17. In consideration of these foregoing benefits provided to you,
you hereby release and discharge Borden, Inc., its
subsidiaries and affiliates, their officers, employees and
agents from any and all current liabilities, claims for money,
employment, re-employment, reinstatement and for any and all
causes of action whatsoever which you may now have against
them including those arising out of your employment, the
termination thereof, or discrimination based on age,
disability, race, sex or other reasons, except any vested
pension rights which you may have acquired or as specifically
noted herein; provided, however, that this release shall not
be construed to prevent you from pursuing any rights you may
have under the terms of any employee benefit plan to which you
are a party and under ERISA; any rights you have to COBRA
benefits; any rights you have to unemployment compensation;
and any rights you have to enforce the terms of this letter.
18. You affirm that you are entering into this agreement and
release voluntarily in order to receive payments and other
benefits described above. You understand that the Company
would not make these payments or extend these benefits to you
without your voluntary consent to this agreement.
19. In making your decision, you recognize that you have the right
to seek advice and counsel from others, including that of an
attorney if you so choose. You acknowledge that you have 21
days within which to consider this offer.
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Jon G. Hettinger
February 25, 1993
20. You have seven calendar days from the date you sign this
Agreement to cancel it in writing. You also understand that
this Agreement will not bind you or the Company until after
the seven-day period you have to cancel. No payments will be
made under this Agreement until it becomes binding. You maY
cancsl this Agreement by signing the cancellation notice below
(or by any other written signed notice) and delivering it to
Borden, Inc. within seven days of your signing this Agreement.
I believe that this completely and accurately describes our
understanding and ask that you indicate your agreement by signing
the original of this letter and returning it to me. I wish you
every success in your future endeavors.
For: Borden, Inc.
By: ______________________
A. S. D'Amato
Attachment
READ, UNDERSTOOD AND AGREED:
___________________________ ________________
Jon G. Hettinger DATE
CANCELLATION NOTICE
(To cancel this Agreement, sign below and
deliver this copy of the Agreement to the
Company within seven (7) days of the date
you signed the Agreement.)
I hereby cancel this Agreement.
____________ _______________________
(Date) (Signature).