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EXHIBIT 10.8
BRUCE L. ROSA
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Name of Key Employee
May 3, 1990
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Date of Agreement
LANCASTER COLONY CORPORATION
Key Employee Severance Agreement
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This agreement is entered as of the date set forth above into between
Lancaster Colony Corporation ("LCC") and the undersigned key employee of LCC
named above (the "Key Employee").
1. Severance Benefits. In the event the employment of the Key Employee is
terminated within one year following a Change of Control (i) by LCC other than
for Cause, or (ii) by the Key Employee for Good Reason, the Key Employee shall
be entitled to and shall be paid the following severance benefits, which
severance benefits shall be payable in cash by LCC to the Key Employee within
thirty (30) days after such termination of employment:
(a) The amount of any unpaid base salary of the Key Employee accruing
through the date of termination of employment, determined at the base salary
rate in effect for the Key Employee at such date.
(b) An amount equal to the lesser of (i) the sum of (y) the Key Employee's
highest annual salary paid within the three full fiscal years prior to the date
of termination of employment, plus (z) the Key Employee's highest total annual
bonus paid within the three full fiscal years prior to the date of termination
of employment, and (ii) an amount equal to twice the Key Employee's annual
compensation (salary plus bonus) paid for the full fiscal year immediately
preceding the date of termination of employment.
In addition to the foregoing cash payments, the Key Employee shall be
entitled to continued coverage under such of LCC's health, disability and life
insurance plans in which the Key Employee participated on the date of
termination of employment, on the same basis as in effect on such date
(including required employee contributions, if any), for a period of one year
following the date of termination of employment.
2. Definitions. As used herein, the following terms shall have the
meanings set forth below.
"Cause" means the willful engaging by the Key Employee in malfeasance or
felonious conduct which in any material respect impairs the reputation, good
will or business position of LCC or involves misappropriation of LCC's funds or
other assets.
"Change of Control" means a change in control of LCC of a nature that
would be required to be reported in response to Item 1(a) of LCC's Current
Report on Form 8-K pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); provided that, without limitation, such a
Change of Control shall be deemed to have occurred at such time as (i) any
"person" within the meaning of Section 14(d) of the Exchange Act, other than
LCC; a subsidiary of LCC; John
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B. Gerlach, John B. Gerlach, Jr. or any of their "affiliates" or "associates"
(as such terms are defined in Rule 12b-2 under the Exchange Act); or any
employee benefit plan sponsored by LCC becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or
more of the Common Stock of LCC or (ii) individuals who constitute the Board of
Directors of LCC as of the date hereof (the "Incumbent Board") or who are
successor members to such Incumbent Board members and whose appointment or
nomination for election was approved by action of at least three-fourths of (y)
of such Incumbent Board ("Approved Successors") or (z) by a board whose members
can trace their status as such to appointment or nomination for election which
was approved by at least three-fourths of Incumbent Board members or Approved
Successors cease for any reason to constitute at least a majority thereof; but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board.
"Good Reason" means (i) a reduction in base salary or fringe benefits
(except for a reduction in fringe benefits which is required by law to maintain
any tax benefits relating thereto or is applied universally to such fringe
benefits of all employees of LCC) paid and provided by LCC to the Key Employee,
(ii) a materially adverse change in the terms of the bonus program applicable to
the Key Employee, (iii) a reduction in the authority of the Key Employee, (iv) a
material change in the duties and responsibilities of the Key Employee, (v) the
failure by LCC to provide and credit the Key Employee with the number of paid
vacation days to which he is then entitled in accordance with LCC's normal
vacation policy as in effect immediately prior to the Change of Control or (vi)
LCC's requiring the Key Employee to be based more than 30 miles from where his
office or the place of employment is located immediately prior to the Change of
Control.
3. Disputes. If a dispute arises regarding a termination of the Key
Employee's employment with LCC or the interpretation or enforcement of this
agreement and the Key Employee obtains a final judgment in his favor from a
court of competent jurisdiction or his claim is settled by LCC prior to the
rendering of a judgment by such a court, all reasonable legal fees and expenses
incurred by the Key Employee in contesting or disputing any such termination or
seeking to obtain or enforce any right or benefit provided for in this
agreement, or in otherwise pursuing his claim, shall be paid by LCC to the
fullest extent permitted by law.
4. No Mitigation or Reduction of Benefits. The Key Employee is not
required to mitigate the amount of any benefits to be paid by LCC pursuant to
this agreement by seeking other employment or otherwise, nor shall the amount of
any benefits provided for in this agreement be reduced by any compensation
earned by the Key Employee as the result of employment by another employer after
the termination of the Key Employee's employment with LCC.
5. No Employment Rights or Obligations Established. This agreement does
not establish any rights on the part of the Key Employee to continued employment
by LCC, nor does it establish any obligations on the part of the Key Employee to
continue his employment with LCC, it being understood and agreed that this
agreement relates solely to certain benefits to be provided to the Key Employee
in the event of his termination of employment under certain circumstances as
provided herein.
6. Amendments. This agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto.
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7. Other Agreements. This agreement does not supersede or affect in any
way, nor is it affected in any way by, any other existing agreement between LCC
and the Key Employee. Further, no future agreement between LCC and the Key
Employee shall supersede or affect this agreement, nor shall this agreement
affect such future agreement, unless such future agreement specifically so
provides and is executed by both LCC and the Key Employee.
8. Successors and Assigns. This agreement is personal to the Key Employee
and may not be assigned by him otherwise than by will or the laws of descent and
distribution. This agreement shall be binding upon, inure to the benefit of and
be enforceable by and against the Company and its successors and assigns.
9. Governing Law. This agreement is made and is expected to be performed
in Ohio, and the various terms, provisions, covenants and agreements, and the
performance thereof, shall be construed, interpreted and enforced under and with
reference to the laws of the State of Ohio.
IN WITNESS WHEREOF, this agreement is executed by the parties effective
the date first set forth above.
LCC: Key Employee:
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LANCASTER COLONY CORPORATION
By: /S/ John B. Gerlach, Jr. /S/ Bruce L. Rosa
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(Signature) (Signature)
John B. Gerlach, Jr., Secretary BRUCE L. ROSA
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(Name and Title) (Name)
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