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Exhibit 10.9
NORCROSS SAFETY PRODUCTS L.L.C.
2211 York Road, Suite 215
Oak Brook, IL 60523
June 25, 2001
Charles Ellis
9965 Westwood Manor Dr.
Germantown, TN 38139
Dear Sid:
As we discussed, I am setting forth the general terms pursuant to
which you would become employed by North Safety Products Inc. ("North"), a
wholly-owned subsidiary of Norcross Safety Products L.L.C. ("NORCROSS"). We are
targeting July 15, 2001 as the start date for your employment.
You would be employed by North as the president of North's United
States industrial division and will devote all of your business time and
attention to such endeavors, and to the extent requested, to the endeavors of
its affiliates. Your base salary would begin at $250,000 per annum (the "BASE
SALARY"), less applicable deductions and withholdings, with a target bonus equal
to 75% of Base Salary ("TARGET BONUS"), 75% of your Target Bonus would be
determined by North's board of directors based on the performance of North's
United States industrial division exclusively and 25% of your Target Bonus would
be determined by the North's board of directors based on the consolidated
performance of Norcross generally. Your guaranteed Target Bonus for the first
year of your employment is $110,000.
Effective upon your start of employment, you shall be entitled to
participate in all employee benefit plans for which senior executives of North
are eligible. A summary of the terms and conditions of these employee benefit
plans will be sent to you shortly and will include information regarding the
Company's relocation plans to assist in your relocation to a residence near
North's Cranston, Rhode Island headquarters. You will also be entitled to
receive 140,000 unit appreciation rights for NSP Holdings L.L.C. (Norcross'
parent company), subject to the terms and conditions of the Unit Appreciation
Rights Plan previously distributed to you and your execution of appropriate
documentation in connection therewith. During the term of your employment, you
shall be entitled to three weeks' paid vacation. During the term of your
employment, you will abide by all of North and its affiliates' policies, rules
and regulations.
Your employment with the Company is "at will," meaning that you may
terminate your employment with the Company at any time and for any reason
whatsoever simply by notifying the Company. Likewise, the Company may terminate
your employment at any time and for any reason, with or without cause or advance
notice. In the event that you are terminated without cause by North, you will be
entitled to severance pay equal to 150% of one year's Base Salary, less
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applicable deductions and withholdings, payable at such times as you would have
received your Base Salary had you continued to be employed, if you deliver to
North a release agreement in form and substance satisfactory to North.
Commencement of employment shall be conditioned upon execution and
delivery of a standard, mutually satisfactory agreement containing non-compete,
non-solicit (each of which shall survive for two years after termination of
employment), confidentiality and work product provisions (each of which shall
survive indefinitely).
This letter, upon your execution hereof, and the documents referenced
in this letter, contains the entire agreement between you and North and its
affiliates replaces all prior agreements, communications and understandings,
whether written or oral, with respect to your employment and all matters related
thereto.
In signing this letter, you give North assurance that you have read
and understood all of its terms; that you have had a full and reasonable
opportunity to consider its terms and to consult with anyone of your choosing;
that you have signed this letter knowingly and voluntarily; and that in signing
this letter you have not relied on any promises or representations, express or
implied, which are not set forth expressly in this letter.
We believe that your employment with North will prove to be a mutually
rewarding experience and look forward to the opportunity to work with you
towards North's continued growth. Please indicate your acceptance and
acknowledgement to this offer of employment by signing where indicated below.
Please contact me at (630) 572-8231 with any questions.
Sincerely,
/s/ Robert A. Peterson
Robert A. Peterson
Accepted, Acknowledged and Agreed to:
/s/ Charles Ellis
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Charles Ellis
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COVENANT NOT TO COMPETE AND
CONFIDENTIAL INFORMATION AGREEMENT
This Covenant Not to Compete and Confidential Information Agreement
("Agreement") entered into as of the 17th day of July 2001, by and between North
Safety Products ("Company") and Charles "Sid" Ellis ("Employee").
In consideration of the employment and/or continued employment by Company
of Employee for any period of time whatsoever, from and after the date hereof,
the mutual promises and covenants contained in this Agreement and for other good
and valuable consideration, the parties agree as follows:
1. Employee's compensation for services rendered to Company will be as
indicated by a separate compensation letter, which may be amended from
time to time, and is incorporated herein by reference.
2. Employee shall be entitled to reasonable vacations and time off when
ill, as well as other fringe benefits, as outlined in Company's then
current policies and procedures.
3. During the continuation of Employee's employment by Company, s/he will
devote her/his entire business time, energy, attention and skill to
the services of Company and to the promotion of its interests and s/he
will not design, develop, sell or otherwise deal in any merchandise of
any type except for that of Company.
4. Employee understands that this Agreement creates/continues an AT WILL
employment relationship with Company, Employee further understands
that this Agreement provides Employee with no rights to continued
employment for any time whatsoever and s/he may be discharged at any
time with or without cause. In the event a change of ownership occurs,
the severance agreement as outlined in the offer of employment
agreement dated July 17th (attached) shall apply.
5. Employee's position and title is President of North US Industrial.
Employee shall perform all the duties and tasks required of a
President of North US Industrial and such other duties as may be
required from time to time by Company. Employee shall work those hours
necessary to perform the duties required under this Agreement Employee
shall devote her/his entire productive time, ability and attention to
the business of Company during the term of this Agreement. The
services of Employee shall be performed at such location as determined
solely by Company.
6. Employee acknowledges that (1) Company's products are highly
specialized items; (2) the identity and particular needs of Company's
customers are not generally known in the industry; (3) Company has a
proprietary interest in the identity of its customers and customer
lists; and (4) documents and information regarding Company's methods
of production, sales, pricing, costs, and the specialized requirements
of Company's customers are highly confidential and constitute trade
secrets.
7. Under no circumstances shall employee remove from Company's office any
of Company's books, records, documents, or customer lists, or any
copies of such documents, without the written permission of Company;
nor shall Employee make any copies of such books, records, documents,
or customer lists for use outside of Company's office except as
specifically authorized in writing by Company.
8. (a) As used herein, the term "trade secrets" and "confidential
information" shall include, but are not limited to, any printed
or written material which belongs to Company, any lists of
clients or customers of Company, knowledge of customer
requirements, contractors, subcontractors, technical know-how,
special methods, procedures, sales techniques, prices, sales
records, methods of production, and other techniques used by
Company in Company's business.
The above-mentioned "trade secrets" and/or "confidential
information" have been or may be disclosed to Employee by
Company, and Employee agrees that during and subsequent to
her/his employment, s/he will not discuss, use or divulge to any
person, corporation, company, or business entity, however
organized, any trade secrets or confidential information, or any
printed or written material which belongs to Company, except as
authorized by Company in writing. The parties hereto stipulate
that as between them, the "trade secrets" and "confidential
information" described above are important, material, and
confidential and gravely affect the effective and successful
conduct of the business of Company, and Company's goodwill, and
that any breach of the terms of this paragraph shall be a
material breach of this Agreement. Upon termination of her/his
employment for any reason whatsoever, Employee agrees to
immediately return to Company all records, customer lists, or any
printed or written material in her/his possession which belong to
Company. Employee
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will not use her/his knowledge of the business of Company for the
benefit of herself/himself, or any other person or business, or
divulge to others any information or data concerning Company's
business affairs, including, but not limited to, records,
documents, processes, equipment, property, the business or
affairs of its suppliers or customers, the names of customers,
names of employees, number or character of contracts, and prices,
terms or particulars of Company's trade and business. Employee
will, in good faith, protect the goodwill of Company's business
and keep confidential her/his knowledge of such business affairs
acquired while in such employ.
(b) All confidential information is the exclusive property of
Company, even if Employee helped acquire or develop that
confidential information.
(c) In consideration of Company's employing Employee in a position
wherein s/he has and will gain specialized knowledge and
experience of Company's customers, suppliers, employees,
contractors and business strategies, Employee covenants and
agrees that during the term of this Agreement and for a period of
one (1) year from date of termination of Employee's employment
for any reason, (or for a maximum period provided by law,
whichever is less) Employee shall not directly or indirectly
engage in competition with Company in any business or subdivision
of a business which provides goods or services that are the same
or similar to Company's nor will Employee, for said period of
time become associated, affiliated or act in concert with any
other employee or former employee of Company in a business
capacity in a same or similar business as that of Company, nor
shall s/he for such period solicit orders, directly or indirectly
from any customers of Company for such goods or services as are
sold or provided by Company, either for herself/himself or as an
employee of any person, firm or corporation. "To engage in
competition" includes, but is not limited to, engaging directly
or indirectly, and irrespective of whether compensation is
provided, as owner, employer, proprietor, partner, shareholder,
principal, consultant, agent, independent contractor, officer or
employee or acquiring an interest, in any business or
subdivision of a business offering goods or services that are
the same or similar as those supplied by Company.
(d) The parties have attempted to limit Employee's right to compete
only to the extent necessary to protect Company from unfair
competition. The parties hereby agree that, if the scope or
enforceability of the restrictive covenant contained in paragraph
9(c) is in any way disputed at any time, a court or other trier
of fact may modify and enforce this covenant to the extent that
it believes to be reasonable under the circumstances existing at
that time.
(e) Employee further acknowledges that in the event her/his
employment with Company terminates for any reason, s/he will be
able to earn a livelihood without violating the foregoing
restrictions and that her/his ability to earn a livelihood
without violating such restrictions is a material condition to
employment with Company.
(f) In the event of a breach or a threatened breach by Employee of
the covenants set forth in this Agreement, Company shall be
entitled to an injunction restraining Employee from the
commission of such breach. Nothing herein contained shall be
construed as prohibiting Company from pursuing any other remedies
available to it for such breach or threatened breach, including
the recovery of money damages, reasonable fees for its attorneys
and costs. Company's decision not to enforce any noncompetition
agreement against any consultant or employee of Company shall not
constitute a waiver of any rights under this Agreement. Employee
specifically acknowledges that irreparable injury will result to
the Company and its business in the event of her/his violation of
any of the noncompetition and nondisclosure provisions of this
Agreement, and that Employee would not have been continued in the
employ of Company and entitled to the benefits of an employee of
Company if s/he had not entered into the agreements herein
contained.
(g) The covenants of Employee in this Paragraph 8 shall be construed
as an agreement independent of any other provision of this
Agreement; and the existence of any claim or cause of action of
Employee against Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
Company of these covenants.
(h) All provisions of this Agreement are intended to be severable. In
the event any term, provision, or restriction of this Paragraph 8
is held to be illegal, invalid or unenforceable in any respect,
such finding shall in no way affect the legality, validity, or
enforceability of all other provisions of this Paragraph 8. The
parties agree that any such unenforceable term, provision or
restriction shall be deemed modified to the extent necessary to
permit its enforcement to the maximum extent permitted by
applicable law. In the event that any provision relating to time
period and/or area of restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or area
such court deems reasonable and enforceable, the time period
and/or area of
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restriction as provided in this Agreement shall be deemed to be
the maximum time period and/or area which such court deems
reasonable and enforceable.
9. (a) Any and all inventions and discoveries, whether or not
parentable, made during the employment period with Company, are
the exclusive property of Company even if Employee helped develop
or make the invention or discovery. Employee shall assign all
such inventions to Company.
(b) As to all inventions, Employee shall, upon request of Company,
(1) execute all documents which Company shall deem necessary or
proper to enable it to establish title to or an interest in such
inventions, or other rights, and to enable Company to file and
prosecute applications for Letters Patent of the United States
and any foreign country; and (2) do all things (including the
giving of evidence in suits and other proceedings) which Company
shall deem necessary or proper to obtain, maintain, or assert
patents for any and all such inventions or to assert its rights
in or interests to any inventions not patented.
(c) All expenses incident to any action required by Company or taken
on its behalf pursuant to the provisions of this Section shall be
borne by Company, including without limitation, a reasonable
payment for Employee's time (based on his then current
compensation rate) and expenses involved in case s/he is not then
in Company's employ.
10. During the employment period or thereafter, Employee shall do all
things, including the giving of evidence in suits and other
proceedings, which Company shall deem necessary or proper to obtain,
maintain or assert rights accruing during Employee's employment and in
connection with which Employee has knowledge, information or
expertise. All reasonable expenses incurred by Employee in fulfilling
the duties set forth in this Paragraph shall be reimbursed by Company
to the full extent legally appropriate.
11. Failure of either party to exercise any right and remedies hereunder
shall not constitute a waiver of the right to exercise the same at
that or any other time. Notwithstanding the fact that the obligations
hereunder may be breached, accelerated, limited, or eliminated,
Employee shall continue to be bound by this Agreement for the
remainder of the term of the covenants.
12. Employee acknowledges that s/he has carefully read this entire
Agreement and fully agrees with and understands all the provisions
herein. Employee further agrees that no representations, other than as
specifically contained herein have been made to Employee as a
consideration of Employee's signing this Agreement. Employee
understands the reasons for this Agreement and agrees that the terms
hereof are fair in that Company has, at substantial cost, developed
the trade secrets and taught them to Employee and will continue to
develop trade secrets and teach them to Employee and has at
considerable cost, developed a clientele and following, the identity
of which has been confidentially disclosed to Employee, and that it is
of critical importance to Company to maintain that the trade secrets
and confidential information of Company not be used to benefit
Employee or competitors of Company, nor unfairly used by existing or
future competitors of Company and that the loyalty of Company's
clientele and following not be unfairly diminished and that the other
employees of Company remain loyal to and serve the interest of
Company.
13. (a) This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to
the employment of Employee by Company and contains all of the
representations, covenants, and agreements between the parties
with respect to such employment in any manner whatsoever.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Rhode Island
(c) It is expressly agreed that Employee shall have no right or
authority at any time to make any contract or binding promises of
any nature, whether oral or written without the express written
consent of Company, notwithstanding anything in this Agreement to
the contrary.
(d) This Agreement shall inure to the benefit of the Company, its
successors and assigns. Where necessary to the context of this
Agreement the singular shall include the plural and vice versa.
BY EMPLOYER: /s/ Robert Peterson EMPLOYEE: /s/ Charles Sid Ellis
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Robert Peterson; President and CEO Charles Sid Ellis
NORCROSS SAFETY PRODUCTS LLC
DATE: 7/17/01 DATE: 7/17/2001
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