Exhibit 10
AGREEMENT
Agreement (this "Agreement") dated as of August 31, 1999
between Enesco Group, Inc., a Massachusetts corporation formerly known as
Stanhome Inc. ("Enesco"), and Peter R. Johnson, Vice President and General
Counsel of Enesco and Enesco Corporation, an Ohio corporation and a wholly
owned subsidiary of Enesco (the "Executive").
On July 9, 1997, G. William Seawright, President of Stanhome
Inc. ("Seawright"), sent a letter to the Executive regarding intercompany
transfer assistance (the "July 9 Letter").
On August 13, 1997, Seawright sent a letter to the Executive
regarding intercompany transfer assistance that, by its terms, replaced
the July 9 Letter (the "August 13 Letter").
The Executive is eligible to receive compensation under
severance guidelines for Enesco Corporation issued January 1, 1999 (the
"Guidelines").
On or about June 8, 1999, Enesco indicated to the Executive
that it desired to replace him as its Vice President, Secretary, Clerk and
General Counsel and as the Vice President, Secretary and General Counsel of
Enesco Corporation.
Enesco and the Executive desire to fix terms of continued
employment and separation for the Executive and severance payments on
termination of the Executive's employment with and from Enesco and Enesco
Corporation.
In consideration for the Executive's continued employment with
Enesco and Enesco Corporation and the mutual promises set forth in this
Agreement, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), Enesco and the Executive
hereby agree as follows.
1. Effective Date. This Agreement is effective as of June 30,
1999.
2. Sole Agreement. This Agreement supercedes, cancels and
replaces the July 9 Letter, the August 13 Letter, the Guidelines and all
other plans, policies, agreements and arrangements providing for severance
and other post-termination benefits payable to the Executive upon
termination of the Executive's employment with Enesco and Enesco
Corporation, except to the extent set forth herein or in the Release
Agreement attached hereto as Exhibit A.
3. Employment. The Executive agrees to remain in the employ of
Enesco and Enesco Corporation, and Enesco agrees that the Executive shall
remain so employed, until January 1, 2000, except as otherwise
provided herein.
4. Termination. The Executive's employment with Enesco and
Enesco Corporation may be terminated by either Enesco or the Executive upon
30 days' prior written notice to the other party; provided, however, that
neither the Executive nor Enesco may give notice of termination of the
Executive's employment until at least October 1, 1999. Any termination of
employment effected in accordance with the terms of this Agreement shall
be deemed to be an involuntary termination of the Executive, without cause,
for purposes of state labor and employment laws.
5. Compensation and Benefits. During the remaining term of the
Executive's employment with Enesco and Enesco Corporation, the Executive
(a) will continue to be compensated on the same basis and at the same
salary on and at which he was compensated on June 30, 1999 and (b) will
continue to be eligible for (and, as applicable, receive) the same employee
benefits (other than, as provided for herein, severance and
post-termination benefits), including without limitation health and welfare
benefits, employee stock options, MIP bonus and retirement and supplemental
retirement plan benefits, for which he was eligible on June 30, 1999,
in each case, in accordance with the existing terms and provisions of the
applicable employee benefit plan, policy, agreement or arrangement and the
terms and provisions of this Agreement. From and after the date hereof,
severance and post-termination benefits are governed solely by this
Agreement and the Release Agreement attached hereto as Exhibit A.
6. Management Incentive Plan ("MIP") Bonus. Notwithstanding
anything to the contrary in any benefit plan, policy, agreement or
arrangement (or elsewhere), the Executive shall be eligible to receive a
pro rated portion of any MIP bonus that may be payable for the year ended
December 31, 1999 as if he were employed by Enesco and Enesco Corporation
on January 1, 2000 if (and only if) Enesco terminates the Executive's
employment with Enesco and Enesco Corporation prior to January 1, 2000.
This prorated MIP bonus, if any, shall be calculated by (a) determining the
dollar amount of the MIP bonus payment that would have been payable to the
Executive in the event his employment with Enesco Corporation had not been
terminated on or prior to January 1, 2000 and (b) multiplying that dollar
amount by a fraction, the numerator of which shall be the number of days in
1999 through and including the date of termination of the Executive's
employment with Enesco and Enesco Corporation and the denominator of which
is 365.
7. Profit Sharing. Notwithstanding anything to the contrary in
any benefit plan, policy, agreement or arrangement (or elsewhere), the
Executive shall be eligible for profit-sharing contributions, company match
benefits and guaranteed money purchase benefits under and in accordance
with the Enesco Group, Inc. Retirement Plan and the Enesco Group, Inc.
Supplemental Retirement Plan (as the same were amended and restated as of
January 1, 1999) as if he were employed by Enesco and Enesco Corporation on
January 1, 2000 if (and only if) Enesco terminates the Executive's
employment with Enesco and Enesco Corporation prior to January 1, 2000.
8. Employee Stock Options. Subject to any requested approval of
the Compensation and Stock Option Committee of Enesco's Board of Directors,
notwithstanding anything to the contrary in any benefit plan, policy,
agreement or arrangement (or elsewhere), options granted to the Executive
under any of Enesco's stock option plans will continue to vest and remain
exercisable by the Executive or his guardian or legal representative in
accordance with the terms of those stock option plans until the earlier to
occur of (a) the date which is three years after the date of termination of
the Executive's employment with Enesco and Enesco Corporation or (b) the
date which is 10 years after the date of grant of the option.
9. Severance and Post-termination Benefits. On or prior to the
date of termination of the Executive's employment with Enesco and Enesco
Corporation, the Executive will execute and deliver to Enesco, and Enesco
will execute and deliver to the Executive, a Release Agreement in the form
attached hereto as Exhibit A. The terms and provisions of the Release
Agreement are incorporated herein by reference and form a part of this
Agreement.
10. Notices. Any notice required or made under this Agreement
shall be in writing and shall be delivered to the intended recipient: by
hand; by certified mail, return receipt requested; by FedEx or other
overnight delivery service; or by facsimile as follows:
(a) to Enesco
c/o Enesco Corporation
Chancellory Business Park
225 Windsor Drive
Itasca, IL 60143
Attention: Mr. Allan G. Keirstead
Executive Vice President,
Chief Administrative and
Financial Officer
Facsimile: (630) 875-5846
(b) to the Executive
Peter R. Johnson, Esq.
Vice President and General Counsel
Enesco Corporation
Chancellory Business Park
225 Windsor Drive
Itasca, IL 60143
Facsimile: (630) 875-8464
Either party may change the address to which notices are to be sent by
providing notice in writing to the other party in accordance with the terms
hereof.
11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Illinois, without giving effect to
the conflict of law provisions thereof.
The parties hereto have executed and delivered this Agreement
as of the date first set forth above.
ENESCO GROUP, INC.
By /s/ Allan G. Keirstead
__________________________________
Name: Allan G. Keirstead
Title:Executive Vice President, Chief
Administrative and Financial
Officer
/s/ Peter R. Johnson
_____________________________________
Peter R. Johnson
Exhibit A
RELEASE AGREEMENT
This Release Agreement (this "Agreement") is entered into by and
between Peter R. Johnson, a resident of 26 Stoneridge Drive, South
Barrington, Illinois (hereinafter referred to as "Associate"), and Enesco
Group, Inc., a Massachusetts corporation having a principal place of
business at 225 Windsor Drive, Itasca, Illinois (hereinafter referred to as
the "Company").
This Agreement is incorporated by reference into and forms a
part of the Agreement dated as of August [ ], 1999 between the Company and
Associate (the "Separation Agreement"). To the extent that any term or
provision of this Agreement is inconsistent with any term or provision of
the Separation Agreement, the term or provision of the Separation Agreement
will control.
In consideration for the promises, conditions and
representations set forth herein and the severance payments being provided
to Associate by the Company as set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by Associate and the Company (hereinafter sometimes referred
to collectively as the "Parties"), the Parties hereby agree as follows:
1. Termination Date. Associate's employment with the Company
shall terminate as of the close of business on [ ], 1999 (the "Termination
Date").
2. Continuation of Salary and Benefits After Termination. Prior to
the Termination Date, Associate's salary and his participation in all
compensation and benefit plans and programs in which he currently is a
participant or from which he currently receives benefits will remain in
effect on the same terms as are in effect on the Effective Date (as defined
in Paragraph 20).
As of the Termination Date, Associate's salary and any other
compensation and benefits he receives from the Company will terminate,
other than compensation and/or benefits to which he continues to be
entitled (a) pursuant to terms of this Agreement, (b) as a matter of
federal or state law, (c) pursuant to the agreements between the Parties
listed below or (d) pursuant to the terms of the compensation or benefit
plans or programs in which he continues to be a participant or has a right
to receive such compensation or benefits after the Termination Date listed
below.
The agreements and compensation and benefit plans and programs
referred to herein are as follows:
o the Separation Agreement;
o medical, dental and vision employee group
insurance plan under the existing policy applicable to
Associate or a substantially equivalent successor policy
or policies;
o life/accidental death and dismemberment group insurance
plan under the existing policies applicable to Associate
or a substantially equivalent successor policy or
policies;
o Stanhome Pension Plan Annuity under Policy #GA-20136
issued by Hartford Life Insurance Company;
o Enesco Group, Inc. Retirement Plan, as amended and
restated as of January 1, 1999;
o Enesco Group, Inc. Supplemental Retirement Plan, as
amended and restated as of January 1, 1999;
o Stanhome PAYSOP Plan and related Trust Agreement
dated October 15, 1985, as amended;
o Stanhome Inc. 1984 Stock Option Plan, as amended;
o Stanhome Inc. 1991 Stock Option Plan, as amended;
o Stanhome Inc. 1996 Stock Option Plan, as amended; and
o Stanhome Matching Gifts Program.
With respect to those Company compensation and benefit plans and
programs in which Associate will continue to participate subsequent to the
Termination Date, Associate's participation in such compensation and
benefit plans and programs will be on terms no less favorable than those in
effect as of the Effective Date. Furthermore, the Company and Associate
agree that, except as may be provided for in paragraphs 6, 7 and 8 of the
Separation Agreement, after his Termination Date he will not become
entitled to any increased benefits under such compensation and benefit
plans and programs, but the benefits payable by the Company to Associate
thereunder shall be based upon his length of service and compensation level
as of the Termination Date.
3. Consideration.
A. Severance Payments. Following the Termination Date, and for a
period of 63 consecutive bi-weekly (two-week) periods commencing on [ ] and
ending on [ ] (the "Severance Period"), Associate will receive severance
payments equal to $7,248.45 per bi-weekly (two-week) period, gross, without
giving effect to any federal or state income tax or other withholding pay
ments which the Company may be legally required to deduct therefrom. Such
payments are in addition to anything of value to which Associate is already
entitled or provided pursuant to this Agreement or the Separation
Agreement, or any other agreement between the Parties or other Company plan
or program listed in Paragraph 2. Moreover, such severance payments are not
intended to include any unused, accrued vacation time to which Associate
may be entitled or any other accrued but unpaid compensation or benefit to
which Associate may be entitled under any Company compensation or benefit
plan or program. The Company may, at any time, in its sole discretion,
distribute any remaining payments in a lump sum.
B. Additional Payments/Benefits. Associate is entitled to any
payments and benefits as may be provided for in paragraphs 6, 7 and 8 of
the Separation Agreement.
C. Insurance. During the 31 1/2-month period beginning [ ] and ending
[ ], Associate will continue to be covered by the medical, dental and
vision employee group insurance plan under the existing policy applicable
to Associate or a substantially equivalent successor policy or policies
(the "Plan") regardless of the location of Associate's eventual residence
within the United States and regardless of his coverage by any other
medical, dental or vision insurance plans. Should the Plan be terminated in
the future, the Company and its successors and assigns, as applicable,
agree to provide Associate with coverage that is substantially equivalent
to that provided in the Plan. In the event of the Associate's death, it is
intended that the coverage for Associate's spouse and other dependents
shall continue through the end of the Severance Period.
Associate will contribute to the cost of the personal and dependent
coverage the same dollar amount (currently, $64.70 per month for family
medical and vision coverage and $10.80 per month for family dental
coverage) on the same basis as he would contribute to such coverage if he
had remained in the employ of the Company as its Vice President and General
Counsel, and the Company, its successors and assigns, will contribute the
remainder of such cost, with the Associate's cost being adjusted as
necessary to be the same cost as may be in effect for medical, dental and
vision coverage of similarly situated active employees of the Company and
its successors and assigns (i.e., active employees of the Company at the
same executive level that Associate attained prior to termination of his
employment with the Company). The continued medical, dental and vision
coverage, as set forth in the Plan, and the guaranteed contributions
outlined above toward both personal coverage and dependent coverage, is
binding upon and may not be revoked by the Company or any of its successors
or assigns and will continue until coverage ceases as outlined above
provided that Associate has paid his portion of the premium. In the event
that Associate fails to pay his portion of the premium on time, the Company
will pay the full premium and notify Associate of his failure to make
timely payment. Associate shall have ten (10) days from his receipt of such
notice to cure his failure to pay by repaying to the Company the amount
advanced by the Company on his behalf, and the Company shall not allow his
insurance coverage to be canceled or to lapse until such ten-day period
shall have expired.
The Company, its successors and assigns, shall continue to provide at
its sole expense the life insurance ($381,110 Death Benefit) and accidental
death and dismemberment employee insurance coverage, as presently in
effect, through the end of the Severance Period.
The Termination Date shall be treated as an event under the
Consolidated Budget Reconciliation Act of 1985 ("COBRA"), and Associate
will receive COBRA information under separate cover.
D. Outplacement. The Company also will provide Associate with
outplacement services through Lee Hecht Harrison at its office in
Deerfield, Illinois or elsewhere as mutually agreed upon between the
Parties, provided such outplacement services commence within 12 months
following the Termination Date, and such outplacement services shall
continue at least through the end of the Severance Period.
E. References. The Company will provide references for Associate in
accordance with its policy.
F. Taxes. Applicable taxes on all payments, transfers and other
consider ation referred to herein will be the sole responsibility of
Associate, provided that the Company shall deduct applicable federal and
state income tax withholding on the payments provided for herein.
G. Vacation Pay. Any accrued, unused vacation for calendar year 1999
will be paid to the Associate in a lump sum immediately following the
Termination Date.
4. Annuity. Associate's benefits from the Stanhome Inc. Pension Plan
Annuity under Policy #GA-20136 issued by Hartford Life Insurance Company
also shall remain in full force and effect.
5. Release.
A. From Associate to the Company. In exchange for the compensation
described in Paragraph 2 and for other good and valuable consideration,
Associate hereby agrees that he, his representatives, heirs, executors,
administrators, agents, estate, successors and assigns release and forever
discharge the Company and its affiliates and their successors,
predecessors, assigns, directors, stockholders or shareholders, officers,
employees and/or agents, both individually and in their official capacities
with the Company and/or its affiliates, from any and all actions, causes of
action, suits, claims, demands, obligations, costs, judgments, complaints,
contracts, agreements, promises, debts, damages, and liabilities of
whatever kind or nature, at law, in equity or otherwise, whether existing
or contingent, known or unknown, relating to any matter, cause or thing
whatsoever arising on or prior to the date of this Agreement, including but
not limited to rights or claims relating in any way to Associate's
employment with or his termination of employment from the Company,
including but not limited to claims arising under common law, contract,
implied contract, public policy, tort, personal injury or any federal,
state or local statute, law, constitution, ordinance, regulation or order,
including but not limited to the Age Discrimination in Employment Act, as
amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act,
The Americans with Disabilities Act, The Illinois Human Rights Act and/or
any other applicable employment-related federal, state or local statute,
law, ordinance, regulation or order; provided, however, that nothing
contained in this Paragraph 5.A. shall limit Associate's right to enforce
the terms or sue for breach of (i) this Agreement, any agreement listed in
Paragraph 2 of this Agreement or any other agreement whatsoever unrelated
to compensation and severance matters between the Parties hereto whether or
not such agreement is listed in Paragraph 2 of this Agreement, (ii) any
compensation or benefit plan or program in which he remains a participant
or beneficiary beyond the Termination Date in accordance with the
provisions of Paragraph 2 or (iii) Associate's right to indemnification as
an officer or director of the Company and/or its affiliates. This release
is intended by Associate to be a general release as to the claims described
herein.
B. From the Company to Associate. In exchange for Associate's release
of the Company and the covenants made by Associate in Paragraph 10 hereof,
the Company hereby agrees that it and its affiliates and subsidiaries, and
their successors, predecessors, assigns, directors, stockholders or
shareholders, officers, employees and agents, both individually and in
their official capacities with the Company and its affiliates, attorneys
and agents release and forever discharge Associate, his representatives,
heirs, executors, administrators, agents, attorneys, estate, successors and
assigns, from any and all actions, causes of action, suits, claims,
demands, obligations, costs, judgments, complaints, contracts, agreements,
promises, debts, damages and liabilities of whatever kind or nature, at
law, in equity or otherwise, whether existing or contingent, known or
unknown, relating to any matter, cause or thing whatsoever arising on or
prior to the date of this Agreement, including but not limited to rights or
claims relating in any way to Associate's employment with or his
termination of employment from the Company or his representation of the
Company in his capacity as legal counsel; provided, however, that nothing
contained in this Paragraph 5.B. shall limit the Company's right to enforce
the terms or sue for breach of (i) this Agreement, any agreement listed in
Paragraph 2 of this Agreement or any other agreement whatsoever unrelated
to compensation and severance matters between the Parties hereto whether or
not such agreement is listed in Paragraph 2 of this Agreement or (ii) any
compensation or benefit plan or program in which he remains a participant
or beneficiary beyond the Termination Date in accordance with the
provisions of Paragraph 2. This release is intended by the Company to be a
general release as to the claims described herein.
6. Indemnification. To the extent that Associate is not otherwise
indemnified under a Company by-law or insurance policy, the Company will
indemnify and hold harmless Associate against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees, reasonably incurred by Associate in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which Associate may be involved
or with which Associate may be threatened arising out of actions taken by
Associate in his capacity as an officer, director, employee, agent,
representative of, or legal counsel to, the Company or a direct or
indirect subsidiary of the Company or, at the Company's request, another
organization, or in any capacity with any employee benefit plan of the
Company or such a subsidiary or organization, or in connection with the
prosecution of any action, suit or proceeding, whether civil or criminal,
in which Associate may be acting for or on behalf of the Company, in any
such case with the exception of actions by him with respect to which a
court of competent jurisdiction determines that Associate did not act in
good faith in the reasonable belief that his action was in the best
interest of the Company, or to the extent such claim relates to his service
with respect to an employee benefit plan, in the best interest of the
participants or beneficiaries of such employee benefit plan, without regard
to the date when such claim is brought. Expenses, including without
limitation counsel fees, reasonably incurred by Associate in connection
with the defense or disposition of any such action, suit or other
proceeding shall be paid from time to time by the Company in advance of the
final disposition thereof upon receipt of an undertaking by Associate to
repay to the Company the amounts previously advanced if it shall be
adjudicated that indemnification for such expenses is not authorized
hereunder.
7. Waiver of Rights and Claims Under the Age Discrimination in Employ-
ment Act, as Amended. Associate has been informed that because he is over
40 years of age, he has or might have specific rights and/or claims under
the Age Discrimination in Employment Act, as amended. In consideration for
the compensation described hereunder, Associate specifically waives the
rights and/or claims to the extent that such rights and/or claims arose
prior to the date this Agreement was executed. Associate acknowledges that
he has been provided the information or materials required by law in
connection with this waiver.
8. Company Files, Documents and Other Property. Associate warrants
that he will return to the Company upon its request all keys or other
items, including all Company files, reports, books, data and documents,
that are in his possession or control and that are the property of the
Company (and not his personal files, reports, books, data and documents).
9. Advice and Representations.
A. Associate is hereby advised by the Company to consult with an
attorney prior to executing this Agreement.
B. Associate was further advised, when he was presented with this
Agreement on or before [ ], that he had at least 45 days within which to
consider the Agreement, until the close of business on [ ].
C. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois, without giving effect to the
principles of conflicts of law thereof.
D. The terms of this Agreement are contractual in nature and not a
mere recital. Captions herein are inserted for convenience, do not
constitute a part of this Agreement and shall not be admissible for the
purpose of proving the intent of the parties.
E. Associate represents that he has read this Agreement, fully
understands the terms and conditions of this Agreement and is knowingly and
voluntarily executing the same without any duress or undue influence.
10. Confidential Information. Associate agrees that he will not use
or disclose to anyone (other than for the benefit of the Company) at any
time hereafter, any Confidential Information obtained by him or made known
to him while employed by the Company and will make all reasonable,
necessary and appropriate efforts to safeguard all such Confidential
Information from disclosure to anyone other than as permitted hereby. As
used herein, "Confidential Information" includes, but is not limited to,
trade secrets, business and sales policies, methods, plans and customer
lists, including any lists (written or other) of such persons or entities,
whether of the Company or any other organization associated or affiliated
with or owned by or owning the Company, but shall not include information
which becomes generally available to the public other than as a result of
disclosure by Associate's act or default or the act or default of
Associate's agents or representatives.
11. Resignation and Stock Transfers. Upon the Termination Date,
Associate agrees to (i) leave and/or resign from any position held by him
with the Company or any direct or indirect affiliated company or
organization, including but not limited to positions as an officer,
director, committee member or any other position, (ii) take any action
necessary to transfer shares of stock held in his name or for his benefit
on behalf of the Company in any direct or indirect affiliate of the
Company, as requested by the Company, to the Company or a designee of the
Company and (iii) take any action and execute anything as may be necessary
to accomplish the foregoing.
12. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successor or assign of the Company, and any such
successor or assign shall be deemed substituted for the Company under the
terms of this Agreement, and as a condition thereof, such successor or
assign shall expressly assume in writing the rights, duties and obligations
of the Company. As used in this Agreement, the term "successor or assign" or
"successors or assigns" shall include any person, firm, corporation or
other entity which at any time, whether by merger, consolidation, purchase
or otherwise, acquires all or substantially all of the assets, capital
stock or business of the Company. The rights and obligations of Associate
under this Agreement, including without limitation his right to exercise
vested stock options, shall inure to the benefit of, be binding upon, be
exercisable by and be enforceable by Associate's personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Associate should die while any
amount would still be payable to him hereunder if he had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to his devisee, legatee or
other designee or if there is no such designee, to his estate.
13. Amendment or Modification. This Agreement may not be amended,
modified, altered or changed except upon written consent of the Parties.
14. Severability. The illegality, invalidity or unenforceability of
any particular provision of this Agreement shall not affect the legality,
validity or enforceability of the remaining parts, terms or provisions of
this Agreement, but the obligation to be fulfilled under such illegal,
invalid or unenforceable provision shall automatically be reduced to the
limit of legality, validity or enforceability prescribed by law, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
15. Waiver. No waiver of any provision of this Agreement shall be
effective unless made in writing and signed by the waiving party. The
waiver of any breach of this Agreement by either party or the failure of
either party to require the performance of any term or obligation of this
Agreement, in whole or in part, in any one instance, shall not constitute a
waiver of or prevent any subsequent enforcement of such term or obligation
in another instance or be deemed a waiver of any subsequent breach.
16. Entire Agreement. Associate and the Company agree that this
Agreement, together with the Separation Agreement, contains and constitutes
the entire understanding and agreement between the Parties hereto
respecting the terms of Associate's termination from the Company and,
except as expressly provided herein, supersedes, cancels and replaces all
previous written or verbal negotiations, agreements, commitments and
writings in connection with severance or compensation arrangements,
including the letters to Associate from G. William Seawright dated July 9,
1997 and August 13, 1997.
17. Execution. This Agreement may be executed in two duplicate
counterparts, each of which shall be treated as an original, but both of
which together shall constitute one and the same instrument, and in
pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one such counterpart.
18. Change In Control. If a Change In Control, as defined in the
Corporate Severance Policy dated November 1996, occurs after the
Termination Date, any payments yet to be made to Associate under Paragraph
3.A and, if applicable, paragraphs 6 and 7 of the Separation Agreement
shall be paid in a lump sum upon the occurrence of such Change In Control.
Notwithstanding the foregoing, the meaning of the term "Severance Period,"
as defined in Paragraph 3.A, shall not change in this or any other event.
19. Notice. Any notice required or made under this Agreement shall be
in writing and shall be delivered by certified mail, return receipt
requested, by FedEx or other overnight delivery service or by facsimile, if
confirmed, as follows:
a. to Associate
Peter R. Johnson, Esq.
26 Stoneridge Drive
South Barrington, IL 60010
Facsimile: 847-842-9776
b. to the Company
Enesco Group, Inc.
Chancellory Business Park
225 Windsor Drive
Itasca, IL 60143
Facsimile: 630-875-5846
Attention: Allan G. Keirstead,
Executive Vice President,
Chief Administrative and Financial Officer
Either party may change the address to which notices are to be sent
by providing notice in writing to the other Party in accordance with the
terms hereof.
20. Effective Date. Associate may revoke this Agreement for a period
of seven days following its execution by him, and the Agreement shall not
become effective or enforceable until the date upon which this revocation
period has expired (the "Effective Date"). If the Effective Date is later
than the Termination Date, all payments that would have been made prior to
such date shall be paid as of the Effective Date.
Executed this __________ day of ____________, 1999.
_________________________________
Peter R. Johnson
ENESCO GROUP, INC.
By:______________________________
Allan G. Keirstead
Executive Vice President,
Chief Administrative and
Financial Officer