Vice President-finance Employment Agreement

Exhibit 10.6(d)


EMPLOYMENT PROTECTION AGREEMENT


THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware corporation (the "Company"), and THOMAS G. KASVIN, an individual ("Executive").


WITNESSETH:


WHEREAS, Executive is currently employed as the Senior Vice President- Finance of the Company;


WHEREAS, the board of directors of the Company considers it to be in the best interests of the Company to foster the continued employment of certain key management personnel; and


WHEREAS, the board of directors of the Company recognizes that the possibility of the sale of the Company exists and, as a result, the board of directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Company's management team;


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:


a. "Cause" shall mean any one of the following: (i) the conviction of Executive of any crime or criminal offense involving monies or other property or any felony; (ii) the breach by Executive of any of his fiduciary duties of loyalty as an officer of the Company; (iii) the repeated and willful failure of Executive to diligently, faithfully and competently perform his duties; and (iv) the material violation by Executive of the terms of any agreement with the Company after a reasonable notice of such violation and an opportunity to cure.


b. "Change of Control" shall mean (a) the purchase or other acquisition, pursuant to the sale process recently approved by the board of directors of the Company, by any person(s) or entity, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein), the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of (i) beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then-outstanding shares of voting common stock of the Company, (ii) all or substantially all of the assets of the Company or (iii) that number of shares of voting common stock owned by the members of the Jordan Group which results in the Jordan Group beneficially owning less than three and one-half percent (3.5%) of the then outstanding voting common stock of the Company, or (b) pursuant to such sale process, resignation or



removal of all the members of the Jordan Group from the Board of Directors of the Company. Notwithstanding the foregoing, a sale, spin-off, joint venture or other business combination by the Company, which involves one or more, but not substantially all, of the Company's divisions or subsidiaries and is approved by a majority vote of the board of directors of the Company, shall not be deemed to be a Change of Control.


c. "Effective Date" shall mean the first date on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive's employment with the Company is terminated by the Company and such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with, or in anticipation of, a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment.


d. "Jordan Group" shall collectively mean Jordan Industries, Inc., The Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation, MCIT PLC and their respective partners, shareholders, direct and indirect subsidiaries, and any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R. Lowden and Jonathan F. Boucher. For purposes of this definition, the term "Person" shall include any single individual, any single entity and, in either case, their "Affiliates" as that term is defined under the Exchange Act.


2. Duties. While employed by the Company, Executive shall diligently, faithfully and competently perform the duties of the office of Senior Vice President-Finance and shall devote as much of his productive time and abilities to the performance of such duties as is required to accomplish such duties.


3. Compensation; Change of Control Payment.


a. While Executive is employed by the Company, the Company will pay Executive such compensation and benefits as agreed upon from time to time by the parties hereto.


b. In the event of a Change of Control, on an Effective Date, the Company shall pay Executive a lump sum in cash consisting of, (i) one year's base salary (excluding benefits) at the rate in effect as of the Effective Date and (ii) an amount equal to 100% of Executive's "target" bonus (excluding stock bonuses or stock options) for the fiscal year in which the Change of Control occurs (items (i) and (ii) are collectively referred to as the "Change of Control Payment"). The amounts payable to Executive pursuant to this Section 3(b) shall be in addition to any salary, bonus or benefits payable to or accrued to Executive as of an Effective Date.


4. Severance Payment.


a. Subject to Sections 6 and 7 hereof, if as of an Effective Date (i) Executive is not hired by the Company or its successor to serve as Senior Vice President-Finance or such similar position, or within twenty-four months after such Effective Date, (ii) Executive's employment is terminated by the Company or its successor for any reason other than the voluntary termination by Executive, termination of Executive for Cause, or the death of Executive, (iii) the location of the office where Executive ...