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Agreement#: AG-580715
Pages: 11 pages
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Chief Operating Officer Employment Agreement

Effective Date: February 07, 2006
Parties:

Barry R G

Sectors: Consumer Products (Non-Durables)
Governing Law:  Ohio
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement (this " Agreement" ) dated as of February 7, 2006, between R.G. Barry Corporation, an Ohio corporation (the " Company" ), and Greg A. Tunney (the " Executive" ).W I T N E S S E T H: WHEREAS, the Company desires to initially employ the Executive as Chief Operating Officer and President of the Company and, by no later than August 7, 2006, to employ the Executive as Chief Executive Officer and President of the Company; WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of his employment by the Company; NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Position/Duties (a) During the Transition Employment Term (as defined in Section 2), the Executive shall serve as the Chief Operating Officer and President of the Company, as set forth in Section 2. In such capacities, the Executive shall report to the Chief Executive Officer. Immediately subsequent to the Transition Employment Term, the Executive shall serve as the Chief Executive Officer and President of the Company, as set forth in Section 2. Upon appointment as Chief Executive Officer, the Executive shall no longer serve as Chief Operating Officer but shall continue in his position as President. In his positions as Chief Executive Officer and President, the Executive shall report exclusively to the Board of Directors of the Company (the " Board" ). At the first regularly scheduled meeting of the Board following the end of the Transition Employment Term, the Board (and its Governance and Nominating Committee) will consider a proposal to increase the size of the Board from nine (9) members to ten (10) members and to appoint the Executive to serve as a member of the Board. (b) In each of his respective capacities the Executive shall have the duties, authorities and responsibilities for such positions set forth in the Company' s Code of Regulations. In addition, the Executive shall have the duties, authorities and responsibilities (to the extent not inconsistent with the Company' s Code of Regulations) commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer or the Board, as applicable pursuant to Section 1(a), shall designate that are consistent with the Executive' s positions under this Agreement.

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(c) During the Employment Term (as defined in Section 2), the Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board, serving on the boards of directors or advisory boards of other companies, and (ii) managing his and his family' s personal investments, so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with the Executive' s fiduciary duty to the Company or create any appearance thereof, the Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by the Executive to the Company on which he is serving as of the Effective Date (as defined in Section 2) is hereby approved. 2. Employment Term The Executive' s initial term of employment under this Agreement (the " Transition Employment Term" ) shall begin on February 7, 2006 (the " Effective Date" ) with respect to the Executive' s position as Chief Operating Officer and President and shall end by no later than August 7, 2006, unless such term is mutually extended by the parties in writing or sooner terminated as provided in Section 5. With respect to the Executive' s position as Chief Executive Officer and President, the Executive' s term of employment under this Agreement (the " CEO Employment Term" ) shall begin by no later than August 7, 2006 (the " CEO Effective Date " ) and end on the third (3rd) anniversary of the CEO Effective Date, unless sooner terminated as provided in Section 5. The Transition Employment Term and the CEO Employment Term shall be collectively referred to as the " Employment Term" hereunder, unless expressly stated otherwise. Following the initial CEO Employment Term, the Employment Term shall automatically renew for additional one-year periods unless terminated pursuant to Section 5 or unless either party gives the other ninety (90) days' prior written notice of its intent not to renew. 3. Compensation and Related Matters (a) Annual Base Salary With respect to the Executive' s position of Chief Operating Officer and President, the Company agrees to pay the Executive a base salary at an annual rate of not less than $400,000 before all customary payroll deductions and withholdings. With respect to the Executive' s position of Chief Executive Officer and President, the Company agrees to pay the Executive a base salary at an annual rate of not less than $450,000 before all customary payroll deductions and withholdings. Base salary shall be payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The base salary in effect for the Executive from time to time during the Employment Term shall constitute " Base Salary" for purposes of this Agreement. The Executive' s Base Salary shall be subject to annual review by the Board (or a committee thereof) and may be increased, but not decreased, from time to time by the Board (or a committee thereof). No

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increase to Base Salary shall be used to offset or otherwise reduce any obligations of the Company to the Executive hereunder or otherwise. (b) Signing Bonus Upon the Effective Date, the Executive shall be entitled to a signing bonus of $75,000, the first half of which is payable one month after the Effective Date and the second half of which is payable six months after the Effective Date. (c) Annual Performance Bonus During the Employment Term, the Executive shall be entitled to participate in the Company' s 2005 R.G. Barry Management Bonus Plan, or any successor plan, pursuant to which the Executive shall have the opportunity to earn an annual bonus measured against Company and individual performance of between 25% (if the threshold performance level for such plan is achieved) and 100% of Base Salary, with a target annual bonus of 50% of Base Salary. Notwithstanding the foregoing, for 2006, the Executive' s bonus shall be no less than 25% of Base Salary. (d) Equity Awards/Long Term Incentives (i) The Executive shall be granted on or as soon as possible after the Effective Date a nonqualified stock option to purchase 100,000 common shares of the Company. The stock option shall be granted under the Company' s 2005 Long-Term Incentive Plan (the " Plan" ) and shall vest in equal installments on the first, second and third anniversaries of the grant date. The option shall have an exercise price equal to the fair market value of the Company' s common shares on the grant date, and a seven-year term. Subject to sections 12.03 and 12.04 of the Plan, the vested portion of the option shall remain exercisable for twelve (12) months after the Executive ceases employment with the Company and each subsidiary of the Company for any reason other than termination for Cause (as defined below). (ii) Beginning January 1, 2007 and annually thereafter, the Executive shall be entitled to participate in the Company' s Long-Term Incentive Plan (for so long as such plan remains in effect for executives of the Company) in an amount determined annually by the Board or a committee of the Board that is commensurate with his position, but in no event shall such amount be less than that offered to any other executive of the Company. Incentives shall be paid in the form of options, restricted stock units or cash, as determined annually by the Board or a committee of the Board. (e) Other Awards During the Employment Term, the Executive shall be eligible to participate in any bonus and other incentive compensation plans and programs available to the Company' s senior executives at a level commensurate with his position, other than existing plans and programs that have been terminated or frozen as to new participants as of the Effective Date.

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4. Employee Benefits (a) Benefit Plans Except for plans and programs that have been terminated or frozen as to new participants as of the Effective Date, the Executive shall be entitled to participate in all benefit plans of the Company that are available to the Company' s senior executives, including, but not limited to, pension, thrift, profit sharing, 401(k), medical coverage, disability, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives subject to satisfying the applicable eligibility requirements and any other terms of any such plan. Such benefits, in the aggregate, shall be no less favorable than the level of benefits provided to the Company' s senior executives as of the Effective Date (without taking into account any terminated or frozen plan); provided, however, that in the event there is a reduction of employee benefits applicable to senior executives generally, nothing herein shall preclude the Company' s ability to reduce the Executive' s benefits consistent with such reduction. Without limiting the generality of the foregoing, during the Employment Term, the Company shall provide the Executive with a variable life insurance policy providing a death benefit of at least $500,000. The Company agrees to pay all costs and premiums associated with the policy during the Employment Term and the Executive shall retain the discretion to allocate such premiums among investment accounts offered under the policy. Any accrued cash value of the policy shall be held solely in the name of the Executive and his named beneficiaries. (b) Vacations The Executive shall be entitled to annual paid vacation in accordance with the Company' s policy applicable to senior executives, but in no event less than four (4) weeks per calendar year (as prorated for partial years), which vacation may be taken at such times as the Executive elects with due regard to the needs of the Company. (c) Perquisites The Company shall provide to the Executive all employee and executive perquisites which other senior executives of the Company are generally entitled to receive, in accordance with Company policy set by the Board from time to time, including country club and health club memberships (initiation and dues). Notwithstanding the foregoing, the Company shall reimburse the Executive for personal financial planning and tax services annually in an amount not to exceed $15,000 per year, and the Company shall also provide Executive with an automobile allowance of $12,000 per year. The Company shall have no right or claim to any automobile purchased by the Executive in whole or in part with the automobile allowance. The Company further agrees to reimburse the Executive for all reasonable professional fees incurred in connection with the preparation, review and negotiation of this Agreement and related arrangements up to a maximum amount of $15,000.

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(d) Business and Entertainment Expenses Upon presentation of appropriate documentation, the Executive shall be reimbursed in accordance with the Company' s expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder. (e) Relocation The Executive agrees to relocate to the Columbus, Ohio metropolitan area. The Executive shall be entitled to relocation benefits in accordance with the Company' s relocation policy and such additions thereto as mutually agreed to by the Executive and the Board (or a committee thereof). Notwithstanding the foregoing, the Company shall reimburse the Executive for the costs of physical packing and moving expenses for household goods and vehicles, temporary housing, house hunting travel and customary closing costs on the sale of the Executive' s current residence and on the purchase of a new residence in the Columbus, Ohio area. Until such time as the Executive' s immediate family relocates to the Columbus, Ohio area, Executive shall be reimbursed for expenses incurred to visit family on weekends and holidays. The Company shall gross up for tax purposes any income taxable to the Executive pursuant to the payment or benefits provided under this Section 4(e) (other than for any gain on any sale of the Executive' s residence), so that the economic benefit is the same to the Executive as if such payment or benefits were provided on a non-taxable basis to the Executive. All amounts payable under this Section 4(e) shall be subject to the Executive' s presentment to the Company of appropriate documentation and otherwise in accordance with the terms of the Company' s relocation program (other than reasonable costs that may exceed dollar limitations) applicable to senior executives. 5. Termination The Executive' s employment and the Employment Term shall terminate on the first of the following to occur: (a) Disability Upon thirty (30) days' prior written notice by the Company to the Executive of termination due to Disability, provided, however, that during such thirty (30) day period, the Executive shall not have returned to the full-time performance of his duties and responsibilities under this Agreement. For purposes of this Agreement, " Disability" shall mean a disability which is determined to be total and permanent by a physician selected by the Company and reasonably acceptable to the Executive or the Executive' s legal representative. (b) Death Automatically on the date of death of the Executive.

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(c) Cause Upon written notice by the Company to the Executive of a termination for Cause. " Cause" shall mean any of the following: (i) gross negligence materially detrimental to the Company; (ii) conviction of, or a plea of guilty/nolo contendere to, a felony or a crime involving dishonesty; (iii) willful and continued failure of the Executive to perform the duties or responsibilities of the positions held by him and such failure continues for thirty (30) days after the Executive' s receipt of written notice from the Company setting forth the specifics of such failure, unless such failure is the result of ill health or physical or mental disability; or (iv) intentional misconduct of the Executive which is materially and demonstrably injurious to the Company. (d) Without Cause Upon written notice by the Company to the Executive of an involuntary termination without Cause, other than for Disability or as a result of the Executive' s death. (e) Good Reason Upon written notice by the Executive to the Company that he intends to terminate his employment hereunder for Good Reason and the failure of the Company, within ten (10) days of its receipt of such written notice, to cure the condition cited by the Executive in such notice as constituting Good Reason. For purposes of this Agreement, " Good Reason" means the occurrence of any one of the following events unless the Executive specifically agrees in writing that such event shall not be Good Reason: (i) (A) the assignment to the Executive of any duty or responsibility without the Executive' s consent that is inconsistent in any material respect with the position (including, without limitatio ...

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Agreement#: AG-580715
Pages: 11 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart