EXHIBIT (10.1)
SETTLEMENT AGREEMENT
BETWEEN
RICHARD HEATH
AND
TUPPERWARE/BEAUTICONTROL
This Settlement Agreement and General Release (this "Agreement") is
entered into as of June 5, 2003 among BeautiControl, Inc., a Delaware
corporation (the "Company"), Tupperware Corporation, a Delaware corporation
("Tupperware"), and Richard W. Heath (the "Executive").
WHEREAS, through January 14, 2003 the Executive served as President
and Chief Executive Officer of the Company and as Group President, BeautiControl
and Tupperware Latin American of Tupperware; and
WHEREAS, the Company, Tupperware and the Executive desire to set forth
herein their mutual agreement with respect to all matters relating to (i) the
Executive's retirement, resignation and separation from the Company, Tupperware
and their respective subsidiaries and affiliates, (ii) the termination of the
Employment Agreement, dated as of October 18, 2000, between the Company and the
Executive (the "Employment Agreement") and (iii) the Executive's release of
claims, all upon the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
the Company, Tupperware and the Executive hereby agree as follows:
1. Retirement; Termination of Employment. The Executive hereby retires
and resigns as President and Chief Executive Officer of the Company, as Group
President, BeautiControl and Tupperware Latin America of Tupperware, as a member
of the Tupperware Executive Committee and from all other positions (if any) with
the Company, Tupperware and their respective subsidiaries and affiliates,
effective as of January 14, 2003 (the "Effective Date"). As of the Effective
Date, the Executive shall cease to be an employee and officer of, or have any
other position with the Company, Tupperware or their respective subsidiaries or
affiliates.
2. Payment of Accrued Amounts. (a) The Executive acknowledges that the
Company has paid to the Executive:
(i) the Executive's current base salary through the Effective Date to
the extent not theretofore paid; and
(ii) any expense reimbursements due to the Executive as of the
Effective Date to the extent not theretofore paid.
(b) The Company shall pay to the Executive any accrued vacation pay
due to the Executive as of the Effective Date to the extent not theretofore
paid.
(c) The Company shall pay to the Executive a cash amount equal to the
annual bonus earned by the Executive for the Company's fiscal year ended on
December 28, 2002 in accordance with the Annual Incentive Program 2002 outlined
in Attachment A hereto, as modified by item 2 of Attachment B hereto. Any
portion of such bonus that remains unpaid on the date of this Agreement shall be
paid by the Company to the Executive as soon as reasonably practicable.
3. Additional Payments and Benefits. (a) Provided that the Executive
has not revoked the general release contained in Section 5 hereof and has not
materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all
cases, to the extent curable, after taking into consideration any applicable
cure period), the Company shall make the payments and provide the benefits set
forth in this Section 3(a).
(i) During the period commencing as of the date next following the
Effective Date and ending October 31, 2005 (the "Severance Period"), the
Company shall pay to the Executive, in accordance with the Company's
regular payroll practices, amounts equal to the Executive's base salary in
effect immediately prior to the Effective Date, at an annual rate of
$312,000 per year, as adjusted each April 1st in accordance with increases
in the Consumer Price Index from the previous calendar year for All Urban
Consumers for the U.S. City Average for All Items, 1982-84=100.
(ii) Notwithstanding the death, retirement, resignation, or
termination of employment contemplated hereby, each stock option granted to
the Executive to purchase shares of common stock, par value $.01, of
Tupperware ("Tupperware Common Stock") pursuant to the Tupperware
Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive
Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock
option plan adopted by Tupperware (each, a "Tupperware Plan") shall:
(A) to the extent vested as of the Effective Date, be exercisable
and remain vested, non-forfeitable, and exercisable until the date
that is six years following the Effective Date, in accordance with the
terms of the stock option agreement relating thereto and the
applicable Tupperware Plan (to the extent not inconsistent with the
terms of this Agreement), (a) by the Executive; (b) upon the death of
the Executive, by the executor, administrator or personal
representative of the Executive; or (c) upon the legal incapacity of
the Executive, by the legal representative of the Executive; and
(B) to the extent not fully vested as of the Effective Date,
continue to vest in accordance with the vesting schedule contained in
the applicable stock option agreement as if the Executive were still
employed by Tupperware, become non-forfeitable and exercisable when
vested and thereafter remain vested, non-forfeitable, and exercisable
until the date that is six years following the Effective Date, in
accordance with the terms of the stock option agreement relating
thereto and the applicable Tupperware Plan (to the extent not
inconsistent with the terms
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of this Agreement), (a) by the Executive; (b) upon the death of the
Executive, by the executor, administrator or personal representative
of the Executive; or (c) upon the legal incapacity of the Executive,
by the legal representative of the Executive.
All provisions of such stock option agreements that conflict with the
foregoing in any manner shall be disregarded and shall be deemed amended
accordingly as of the Effective Date.
If the terms of any applicable stock option agreement or any applicable
Tupperware Plan require the consent or any other action of the Board of
Directors of Tupperware (or any committee thereof which is charged with the
administration of the Tupperware Plans) in order to carry out the intent of
this Section 3(a)(ii), then Tupperware hereby represents and warrants to
the Executive (which representation and warranty shall survive for a period
of six years from the Effective Date) that such consent or other action has
been or will be duly taken.
(iii) During the Severance Period, the Executive shall be eligible to
continue to participate in, and to receive benefits under, the Company's
medical plan in which the Executive was participating as of the Effective
Date, subject to any modifications thereto generally applicable to all
other participants in such plan; provided, however, that during such
period, the Company shall not modify such plan in a manner which would
materially decrease the level of benefits available to the Executive as of
the Effective Date. During such period, the Company shall deduct from
amounts payable to the Executive amounts equal to amounts that would have
been payable by the Executive for such coverage, and at the times such
amounts would have been payable, if the Executive had not retired. Pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"),
the Executive may elect to continue coverage for the Executive and his
dependents under the Company's medical plan for a period of up to 18 months
following the Severance Period or as otherwise provided by COBRA. The
Executive shall pay all expenses relating to such COBRA coverage in
accordance with COBRA.
(iv) During the Severance Period, the Company shall (A) reimburse the
Executive for monthly club membership dues for the Preston Trails Country
Club, Dallas, Texas, and the Dallas Country Club, Dallas, Texas, which
memberships are owned by the Executive; (B) directly pay (not reimburse the
Executive) for the Executive's expenses for financial planning advice in
the amount of $5,500 per year; and (C) pay the lease payments, insurance
payments and maintenance expenses associated with the automobile furnished
to the Executive by the Company as of the Effective Date; provided,
however, that the Company shall cease to pay such automobile expenses upon
the expiration of the term of such automobile lease, if earlier.
(v) The Company hereby assigns and conveys to the Executive all
tickets to the Dallas Mavericks basketball games purchased by the Company
for the remainder of the 2002-2003 basketball season. The Company agrees
that, if permitted to do so, it shall take all necessary actions to assign
to the Executive, for his personal use, any and all of the Company's rights
to purchase such tickets for subsequent basketball seasons.
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(vi) The Company shall continue to provide the Executive's existing
office at the Company for his use until the end of the Company's annual
sales force celebration event in August 2003 (the "2003 Celebration").
Until the end of the 2003 Celebration, the Company shall provide the
Executive with secretarial assistance on an as needed basis in coordination
with David Halversen.
(b) Provided the Executive has not revoked the general release
contained in Section 5 hereof and shall not have materially breached the
provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent
curable, after taking into consideration any applicable cure period), the
Company shall pay to the Executive an aggregate amount equal to $500,000,
payable in monthly installments of $20,833.33, during the period beginning
November 1, 2005 and ending on October 31, 2007.
4. Federal and State Withholding. The Company shall deduct from the
amounts payable to the Executive pursuant to this Agreement the amount of all
required federal and state withholding taxes in accordance with the Executive's
Form W-4 on file with the Company and all applicable payroll taxes and will make
appropriate payments from such amounts (including applicable social security
taxes) to the appropriate taxing authorities.
5. General Release. The Executive, on behalf of himself and anyone
claiming through him, hereby agrees not to sue the Company, Tupperware or any of
their respective divisions, subsidiaries, affiliates or other related entities
(whether or not such entities are wholly owned) or any of the past, present or
future directors, officers, administrators, trustees, fiduciaries, employees,
agents or attorneys of the Company, Tupperware or any of such other entities, or
the predecessors, successors or assigns of any of them (hereinafter referred to
as the "Released Parties"), and agrees to release and discharge, fully, finally
and forever, the Released Parties from any and all claims, causes of action,
lawsuits, liabilities, debts, accounts, covenants, contracts, controversies,
agreements, promises, sums of money, damages, judgments and demands of any
nature whatsoever, in law or in equity, both known and unknown, asserted or not
asserted, foreseen or unforeseen, which the Executive ever had or may presently
have against any of the Released Parties arising from the beginning of time up
to and including the date of this Agreement, including, without limitation, all
matters in any way related to the Executive's employment by the Company,
Tupperware and their respective subsidiaries and affiliates, the terms and
conditions thereof, any failure to promote the Executive and the termination or
cessation of the Executive's employment with the Company, Tupperware and their
respective subsidiaries and affiliates, and including, without limitation, any
and all claims arising under the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in
Employment Act, the Older Workers' Benefit Protection Act, the Family and
Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement
Income Security Act of 1974, the Texas Employment Discrimination Law, the Texas
Equal Pay Act, the Florida Civil Human Rights Act, the Florida Equal Pay Act,
the Florida Wage Discrimination Act or any other federal, state, local or
foreign statute, regulation, ordinance or order, or pursuant to any common law
doctrine; provided, however, that nothing contained in this Section 5 shall
apply to, or release the Company or Tupperware from, any obligation of the
Company or Tupperware contained in this Agreement (including, but not limited
to, the payments to the Executive contemplated by Section 2 and 3 of this
Agreement, and specifically including the annual bonus payment contemplated by
Section 2(c)), or the option
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agreements referred to in Section 3(a)(ii). The consideration offered herein is
accepted by the Executive as being in full accord, satisfaction, compromise and
settlement of any and all claims or potential claims, and the Executive
expressly agrees that he is not entitled to, and shall not receive, any further
recovery of any kind from the Company, Tupperware or any of the other Released
Parties, and that in the event of any further proceedings whatsoever based upon
any matter released herein, neither the Company, Tupperware nor any of the other
Released Parties shall have any further monetary or other obligation of any kind
to the Executive, including any obligation for any costs, expenses or attorneys'
fees incurred by or on behalf of the Executive. The Executive agrees that he has
no present or future right to employment with the Company, Tupperware or any of
the other Released Parties.
6. Authority. The Executive expressly represents and warrants that he
is the sole owner of the actual and alleged claims, demands, rights, causes of
action and other matters that are released herein; that the same have not been
transferred or assigned or caused to be transferred or assigned to any other
person, firm, corporation or other legal entity; and that he has the full right
and power to grant, execute and deliver the general release, undertakings and
agreements contained herein.
7. Nondisparagement. The Executive agrees that he shall not (a) make
any written or oral statement that disparages or damages the reputation or
goodwill of the Company or Tupperware or the standing of the Company or
Tupperware among their respective employees, independent sales force members,
customers or suppliers, or in the community of the Company, Tupperware or any of
the other Released Parties or that otherwise brings the Company, Tupperware or
any of the other Released Parties into disrepute, or tarnishes any of their
images or reputations, including, but not limited to, their businesses,
activities, operations, affairs, reputation or prospects, (b) publish, comment
upon or disseminate any statements suggesting or accusing the Company,
Tupperware or any of the other Released Parties of any misconduct or unlawful
behavior or (c) otherwise engage in any conduct that disparages or damages the
reputation or goodwill of the Company or Tupperware or the standing of the
Company or Tupperware among their respective employees, independent sales force
members, customers or suppliers, or in the community of the Company, Tupperware
or any of the other Released Parties. Any remedy of the Company or Tupperware
for breach of this Section 7 shall be conditioned upon the showing of actual and
material damage to the Company, Tupperware or any of the other Released Parties.
8. Confidentiality. The Executive shall not, at any time, make use of
or disclose, directly or indirectly, any (a) trade secret or other confidential
or secret information of the Company, Tupperware or any of their respective
subsidiaries or affiliates or (b) other technical, business, proprietary or
financial information of the Company, Tupperware or any of their respective
subsidiaries or affiliates not available to the public generally or to the
competitors of the Company or Tupperware or to the competitors of any of their
respective subsidiaries or affiliates ("Confidential Information"), except to
the extent that such Confidential Information (x) becomes publicly available or
is published in a newspaper, magazine or other periodical, or on electronic
media, available to the general public, other than as a result of any act or
omission of the Executive or (y) is required to be disclosed by any law,
regulation or order of any court or regulatory commission, department or agency,
provided that the Executive gives prompt notice of such requirement to the
Company and Tupperware to enable the Company or
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Tupperware to seek an appropriate protective order. Within five days following
the date of this Agreement, the Executive shall surrender to the Company all
records, memoranda, notes, plans, reports, computer discs, tapes and software
and other documents and data obtained during his employment with the Company
which constitute Confidential Information that is in his sole possession or
under his sole control (together with all copies thereof), it being understood
that the Executive's wife is an employee of the Company and Tupperware and that
she possesses Confidential Information which is not in the sole possession of,
or under the sole control of, the Executive.
9. Noninterference; Stock Sales. (a) The Executive agrees that he
shall not, directly or indirectly, (i) advise, induce, influence or encourage
any person to file a lawsuit against the Company, Tupperware or any of the other
Released Parties; (ii) disrupt, interfere with or cause any disturbance to the
businesses of the Company or Tupperware or (iii) assist any person who has filed
a lawsuit against the Company, Tupperware or any of the other Released Parties
unless the Executive is required to render such assistance pursuant to a lawful
subpoena.
(b) The parties acknowledge that the Executive has sold, or caused to
be sold, in a commercially reasonable manner in open-market transactions to
unaffiliated persons, all of the 137,800 shares of Tupperware Common Stock
purchased by the Executive or Jinger L. Heath (the "Executive's Spouse") in
connection with the Agreement and Plan of Merger, dated as of September 13,
2000, among Tupperware, B-C Merger Corporation and the Company (the "Purchased
Shares"), with such sales occurring during the period beginning on the date one
day following the public release of Tupperware's January 2003 earnings report
and ending on the date that is 13 business days thereafter. The Company has paid
to the Executive an amount equal to the excess of the price paid by the
Executive and the Executive's Spouse for the Purchased Shares over the price
received by the Executive and the Executive's Spouse for the Purchased Shares.
10. Noncompetition; Nonsolicitation. (a) The Executive agrees that
during the period beginning with the Effective Date and ending on October 31,
2007, the Executive shall not in any manner, directly or indirectly, through any
person, firm or corporation, alone or as a member of a partnership or as an
officer, director, stockholder, investor or employee of or consultant to any
other corporation or enterprise or otherwise, engage or be engaged, or assist
any other person, firm, corporation or enterprise in engaging or being engaged,
in any "Competing Business." For the purpose of this Agreement, "Competing
Business" is a business which meets both of the following criteria: (i) the
business is in the direct selling industry and markets its products primarily
through the "party plan" or "demonstration program" method, and (ii) the
business has a product line which is substantially similar to any of the
Company's product lines existing as of January 14, 2003.
(b) The Executive further agrees that during the period beginning with
the Effective Date and ending on October 31, 2007, the Executive shall not in
any manner, directly or indirectly, solicit any employee or independent sales
force member of the Company, any of its subsidiaries or any worldwide direct
selling company of Tupperware to terminate or abandon his or her employment or
other relationship with the Company or such Tupperware affiliate for any purpose
whatsoever.
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(c) Nothing this Section 10 shall prohibit the Executive from being
(i) a stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than five percent of the outstanding stock of any
class of a corporation, any securities of which are publicly traded, so long as
the Executive has no active participation in the business of such corporation.
(d) If, at any time of enforcement of this Section 10, a court holds
that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area, and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law. This Agreement shall not authorize a court to increase or
broaden any of the restrictions in this Section 10.
11. Cooperation. (a) Tupperware and the Company acknowledge that the
Executive has (to the satisfaction of all parties) (i) for the period beginning
as of the Effective Date and ending seven days thereafter, assisted in the
development of all internal and external communications to the Company's
employees, independent sales force members, customers and suppliers regarding
the Executive's retirement and cessation of employment; (ii) for the period
beginning as of the Effective Date and ending 10 days thereafter, (A) addressed
internal and external inquiries, including inquiries from suppliers, customers,
employees and independent sales force members, regarding the Executive's
retirement and cessation of employment, in a manner reasonably expected to
encourage such persons and their continued support of the Company, and (B)
cooperated and assisted the Company in the transition of the Executive's duties
and responsibilities to the Company's new leadership team.
(b) For the period beginning as of the Effective Date and ending on
the date immediately following the end of the 2003 Celebration, subject to the
Executive's reasonable review and comment, the Executive shall permit the
Company to use the Executive's name for all promotional programs and
communications. For the period beginning as of the Effective Date and ending on
August 31, 2003, the Executive shall reasonably assist (A) in such programs and
communications and (B) with respect to information pertaining to or relating to
the Company and its subsidiaries and affiliates within the knowledge of the
Executive, each as reasonably requested by the Company. For the period beginning
as of the Effective Date and ending upon the expiration of the Severance Period,
the Executive shall attend (A) the 2003 Celebration, participating therein as
reasonably requested by the Company, and (B) any other Company events as
mutually agreed to between the Company, Tupperware and the Executive. Tupperware
and the Company acknowledge that the Executive has (to the satisfaction of all
parties) attended the Company's February Leadership Meeting in support of the
announcement of the Executive's retirement and cessation of employment. The
Company shall reimburse the Executive for all reasonable out-of-pocket expenses
incurred in connection with the Executive's performance of his obligations under
this Section 11(b).
12. Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be enforceable by the Executive and by his personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. In the event of the Executive's death, illness or
incapacity while any amounts are payable to the Executive
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pursuant to Section 2, 3(a)(i), 3(a)(iv)(A), 3(a)(iv)(B), or 3(b) hereof, such
amounts shall be paid in accordance with the terms of this Agreement to such
person or persons designated in writing by the Executive to receive such amounts
or, if no person is so designated, to the Executive's estate.
13. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
14. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matter hereof
and supersedes and preempts the Employment Agreement, the Change in Control
Employment Agreement dated as of October 17, 2000 between the Executive and
Tupperware (the "Change in Control Agreement"), the Settlement Agreement dated
as of January 14, 2003 among the Executive, Tupperware and the Company, the
Stockholder Agreement dated as of September 13, 2000 among the Executive,
Tupperware and the Company (the "Stockholder Agreement"), and any other prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related in any manner to the subject matter hereof. The
Employment Agreement, the Change in Control Agreement and the Stockholder
Agreement are hereby terminated and shall be of no further force or effect.
15. Notices. All notices and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given by a party hereto when delivered personally or by overnight
courier or five days after deposit in the United States mail, postage prepaid to
the following address of the other party hereto (or to such other address of
such other party as shall be furnished in accordance herewith):
If to the Company or Tupperware, to:
BeautiControl, Inc.
c/o Tupperware Corporation
14901 S. Orange Blossom Trail
Orlando, Florida 32837
Attention: Thomas M. Roehlk, Esq.
with a copy to:
Sidley Austin Brown & Wood
10 South Dearborn Street
Chicago, Illinois 60603
Attention: Michael S. Sigal, Esq.
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If to the Executive, to:
Richard W. Heath
10041 Hollow Way
Dallas, Texas 75229
with a copy to:
Haynes and Boone, LLP
2505 N. Plano Road, Suite 4000
Richardson, Texas 75082
Attention: David H. Oden, Esq.
16. Governing Law; Validity. The interpretation, construction and
performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware without regard to the
principle of conflicts of laws.
17. Counterparts. This Agreement may be executed in three
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
18. Miscellaneous. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and executed
by the Executive and by duly authorized officers of the Company and Tupperware.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. Failure by the Executive, the Company or Tupperware to insist upon strict
compliance with any provision of this Agreement or to assert any right which the
Executive, the Company or Tupperware may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.
19. No Admission. Nothing in this Agreement is intended to, or shall
be construed as, an admission by the Company, Tupperware or any of the other
Released Parties that it violated any law, interfered with any right, breached
any obligation or otherwise engaged in any improper or illegal conduct with
respect to the Executive or otherwise. The Company and Tupperware, for
themselves and the other Released Parties, hereby expressly deny any such
illegal or wrongful conduct.
20. Cure Period. If the Executive is in material breach of any of his
obligations set forth in this Agreement, then the Company shall provide the
Executive with written notice specifying such breach in reasonable detail.
Thereafter, the Executive shall have 20 days to cure the alleged breach,
provided that such breach is reasonably susceptible to cure. If such breach is
not cured within such 20-day period), then the obligations of the Company and
Tupperware shall be terminated upon further written notice to the Executive,
again specifying in
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reasonable detail the failure to cure such breach. Notwithstanding the
foregoing, the Company shall remain obligated to make the payments to the
Executive set forth in Sections 2(b), 2(c), and all other payments earned
through the date of such termination.
21. ACKNOWLEDGMENT BY EXECUTIVE. BY EXECUTING THIS AGREEMENT, THE
EXECUTIVE EXPRESSLY ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, THAT
HE FULLY UNDERSTANDS ITS TERMS AND CONDITIONS, THAT HE HAS BEEN ADVISED TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT, THAT HE HAS BEEN
ADVISED THAT HE HAS 21 DAYS WITHIN WHICH TO DECIDE WHETHER OR NOT TO EXECUTE
THIS AGREEMENT AND THAT HE INTENDS TO BE LEGALLY BOUND BY IT. DURING A PERIOD OF
SEVEN DAYS FOLLOWING THE DATE OF HIS EXECUTION OF THIS AGREEMENT, THE EXECUTIVE
SHALL HAVE THE RIGHT TO REVOKE THE RELEASE CONTAINED IN SECTION 5 OF THIS
AGREEMENT OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT BY SERVING
WITHIN SUCH PERIOD WRITTEN NOTICE OF REVOCATION. IF THE EXECUTIVE EXERCISES HIS
RIGHT UNDER THE PRECEDING SENTENCE, HE SHALL NOT BE ENTITLED TO ANY AMOUNTS
PAYABLE TO HIM PURSUANT TO SECTION 3 OF THIS AGREEMENT.
* * * * *
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IN WITNESS WHEREOF, the Company and Tupperware have caused this
Agreement to be executed by their duly authorized officers and the Executive has
executed this Agreement as of the day and year first above written.
BEAUTICONTROL, INC.
By: /s/ Thomas M. Roehlk
---------------------------------
Title: Vice President & Secretary
TUPPERWARE CORPORATION
By: Thomas M. Roehlk
Title: Senior Vice President, General
Counsel & Secretary
RICHARD W. HEATH
/s/ Richard W. Heath
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