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Severance Agreement

This is an actual contract by Alberto Culver.

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Sectors: Retail
Governing Law: Illinois, View Illinois State Laws
Effective Date: January 01, 1996
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Exhibit 10(f)


SEVERANCE AGREEMENT


THIS AGREEMENT is entered into as of __________, 1996 by and between Alberto-Culver Company, a Delaware corporation, and _______________ (the "Executive").


WHEREAS, the Executive currently serves as a key employee of the Company (as defined in Section 1) and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company's principal operating facilities, divisions, departments or subsidiaries; and


WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure the Executive's continued services and to ensure the Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of the Company, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage the Executive's full attention and dedication to the Company, the Board has authorized the Company to enter into this Agreement.


NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:


1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:


(a) "Board" means the Board of Directors of the Company.


(b) "Cause means (1) a material breach by the Executive of those duties and responsibilities of the Executive which do not differ in any material respect from the duties and responsibilities of the Executive during the six-month period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive's part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach or (2) the commission by the Executive of a felony involving moral turpitude.


(c) "Change in Control" means:


(1) The occurrence of any one or more of the following events:


(A) The acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated
under the Exchange Act of both (x) 20% or more of the combined voting power
of the then outstanding securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities") and (y) combined voting power of Outstanding Company Voting
Securities in excess of the combined voting power of the Outstanding
Company Voting Securities held by the Exempt Persons (as such term is
defined in Section 1(f)); provided, however, that a Change in Control shall
not result from an acquisition of Company Voting Securities:


(i) directly from the Company, except as otherwise provided
in Section 1(c)(2)(A);


(ii) by the Company, except as otherwise provided in Section
1(c)(2)(B);


(iii) by an Exempt Person;


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(iv) by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company; or


(v) by any corporation pursuant to a reorganization, merger or
consolidation involving the Company, if, immediately after such
reorganization, merger or consolidation, each of the conditions
described in clauses (i) and (ii) of Section 1(c)(1)(C) shall be
satisfied.


(B) The cessation for any reason of the members of the Incumbent
Board (as such term is defined in Section 1(h)) to constitute at least a
majority of the Board.


(C) Approval by the stockholders of the Company of a
reorganization, merger or consolidation unless, in any such case,
immediately after such reorganization, merger or consolidation:


(i) more than 60% of the combined voting power of the then
outstanding securities of the corporation resulting from such
reorganization, merger or consolidation entitled to vote generally
in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners of the combined voting
power of all of the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation;
and


(ii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the
Board providing for such reorganization, merger or consolidation.


(D) Approval by the stockholders of the Company of the sale or
other disposition of all or substantially all of the assets of the Company
other than (x) pursuant to a tax-free spin-off of a subsidiary or other
business unit of the Company or (y) to a corporation with respect to which,
immediately after such sale or other disposition:


(i) more than 60% of the combined voting power of the then
outstanding securities thereof entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the combined voting
power of all of the Outstanding Company Voting Securities
immediately prior to such sale or other disposition; and


(ii) at least a majority of the members of the board of
directors thereof were members of the Incumbent Board at the time
of the execution of the initial agreement or action of the Board
providing for such sale or other disposition.


(E) Approval by the stockholders of the Company of a plan of
complete liquidation or dissolution of the Company.


(2) Notwithstanding the provisions of Section 1(c)(1)(A):


(A) no acquisition of Company Voting Securities shall be
subject to the exception from the definition of Change in Control
contained in clause (i) of Section 1(c)(1)(A) if such acquisition
results from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or
exchanged was acquired directly from the Company; and


(B) for purposes of clause (ii) of Section 1(c)(1)(A), if any
Person (other than the Company, an Exempt Person or any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall, by
reason of an acquisition of


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Company Voting Securities by the Company, become the beneficial
owner of (x) 20% or more of the combined voting power of the
Outstanding Company Voting Securities and (y) combined voting
power of Outstanding Company Voting Securities in excess of the
combined voting power of the Outstanding Company Voting Securities
held by the Exempt Persons, and such Person shall, after such
acquisition of Company Voting Securities by the Company, become
the beneficial owner of any additional Outstanding Company Voting
Securities and such beneficial ownership is publicly announced,
such additional beneficial ownership shall constitute a Change in
Control.


(d)"Company" means Alberto-Culver Company, a Delaware corporation.


(e "Date of Termination" means (1) the effective date on which the Executive's employment by the Company terminates as specified in a prior written notice by the Company or the Executive, as the case may be, to the other, delivered pursuant to Section 11 or (2) if the Executive's employment by the Company terminates by reason of death, the date of death of the Executive.


(f)"Exempt Person" (and collectively, the "Exempt Persons") means:


(1)Leonard H. Lavin or Bernice E. Lavin;


(2)any descendant of Leonard H. Lavin and Bernice E. Lavin or the
spouse of any such descendant;


(3)the estate of any of the persons described in Section 1(f)(1)
or (2);


(4)any trust or similar arrangement for the benefit of any person
described in Section 1(f)(1) or (2); or


(5)the Lavin Family Foundation or any other charitable
organization established by any person described in Section
1(f)(1) or (2).


(g) "Good Reason" means, without the Executive's express written consent, the occurrence of any of the following events after a Change in Control:


(1) any of (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control, (ii) a change in the Executive's reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control or (iii) any removal or involuntary termination of the Executive from the Company otherwise than as expressly permitted by this Agreement or any failure to reelect the Executive to any position with the Company held by the Executive immediately prior to such Change in Control;


(2) a reduction by the Company in the Executive's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter or the failure by the Company to increase such rate of base salary each year after such Change in Control by an amount which at least equals, on a percentage basis, the mean average percentage increase in the rate of base salary for the Executive during the two full fiscal years of the Company immediately preceding such Change in Control;


(3) any requirement of the Company that the Executive (i) be based anywhere other than at the facility where the Executive is located at the time of the Change in Control or (ii) travel on Company business to an extent substantially more burdensome than the travel obligations of the Executive immediatel
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