Exhibit 10.14
EMPLOYMENT AGREEMENT
This Employment Agreement (" Agreement" ) is entered into as of this 10th day of August, 2005, by and between AMERICAN ACHIEVEMENT CORPORATION and any successors thereto (collectively referred to as the " Company" ) and DONALD J. PERCENTI (" Executive" ).
The parties hereby agree as follows:
1. EMPLOYMENT. Executive will serve the Company in an executive capacity as Chief Executive Officer and shall report to the Board of Directors of the Company and will perform, faithfully and diligently, the services and functions performed and will carry out the functions of his office and furnish his best advice, information, judgment and knowledge with respect to the business of the Company and its subsidiaries, if any. If Executive is elected to the Board of Directors of the Company, Executive agrees to serve on the Board of Directors of the Company during the term of this Agreement. Executive agrees to perform such duties as hereinabove described and to devote full-time attention and energy to the business of the Company. Executive will not, during the term of employment under this Agreement, engage in any other business activity if such business activity would materially impair Executive' s ability to carry out his duties under this Agreement.
2. TERM. The period of the Executive' s employment under this Agreement (the " Employment Term" ) shall commence on the date hereof and shall terminate on the second anniversary of the date of this Agreement; provided , however , that the term of this Agreement may be automatically extended for an additional year at the end of such term (and at the end of each subsequent term), unless at least 60 days prior to any such anniversary date, the Company shall give notice to Executive that the termination date shall not be so extended.
3. COMPENSATION AND OTHER BENEFITS.
3.1. SALARY. The salary compensation to be paid by the Company to Executive and which Executive agrees to accept from the Company for services performed and to be performed by Executive hereunder shall be an annual gross amount, before applicable withholding and other payroll deductions, of $325,000, payable in equal bi-weekly installments of $12,500, subject to such changes as the Board of Directors of the Company may, in its sole discretion, from time to time determine.
3.2. BONUS. For each full or partial fiscal year of the Company during the Employment Term, the Company shall pay to the Executive a bonus (" Bonus" ) in an amount of up to 70% of Executive' s salary based upon targets or standards (e.g. EBITDA, sales) as shall be determined by the Board of Directors with respect to each fiscal year (for example, if Executive' s base salary is $325,000 and 100% of the targets and/or standards are achieved in such fiscal year, the bonus payment would be $227,500). All Bonuses actually earned by the Executive and payable to the Executive (or his estate or other legal representative) for any full or partial fiscal year pursuant to this Section 3.2 shall be paid by the Company within 120 days following the end of such fiscal year.
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3.3. INCENTIVE PLAN UNITS. Upon the execution of this Agreement, Executive shall be granted additional units under the American Achievement Corporation Executive Cash Incentive Plan (the " CIP" ) and the American Achievement Corporation Supplemental Incentive Plan (the " SIP" ) in such number as set forth on Exhibit A hereto, and such new units, together with the existing units held by Executive under such plans, shall have the vesting schedules set forth on Exhibit A .
3.4. BENEFITS. Executive shall be entitled to participate in such employee benefit programs, plans and policies as are maintained by the Company and as may be established for the employees of the Company from time to time on the same basis as other executive employees are entitled thereto. In addition, the Company shall pay the Executive a car allowance of up to $750 a month.
It is understood that the establishment, termination or change in any such Executive employee benefit programs, plans or policies shall be at the instance of the Company in the exercise of its sole discretion, from time to time, and any such termination or change in such program, plan or policy will not affect this Agreement so long as Executive is treated on the same basis as other executive employees participating in such program, plan or policy, as the case may be. Upon termination of employment under this Agreement, without regard to the manner in which the termination was brought about, Executive' s rights in such employee benefit programs, plans or policies shall be governed solely by the terms of the program, plan or policy itself and not this Agreement. Executive shall be entitled to an annual paid vacation in accordance with the Company' s personnel policy for his years of service completed as an employee of the Company (and, if applicable, the Company' s predecessors).
4. WORKING FACILITIES. During the term of his employment under this Agreement, Executive shall be furnished with a private office, stenographic services and such other facilities and services as are commensurate with his position with the Company and adequate for the performance of his duties under this Agreement.
5. EXPENSES. During the term of his employment under this Agreement, Executive is authorized to incur reasonable out-of-pocket expenses for the discharge of his duties hereunder and the promotion of business of the Company, including expenses for entertainment, travel and related items. The Company shall reimburse Executive for all such expenses upon presentation by Executive from time to time of itemized accounts of expenditures incurred in accordance with customary Company policies.
6. TERMINATION. Executive' s employment under this Agreement may be terminated with or without cause or reason by either Company or Executive upon the following terms and conditions.
6.1. TERMINATION BY COMPANY FOR CAUSE. If any of the following events or circumstances occur, the Company may terminate Executive' s empl ...
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