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Sectors: Automotive and Transport Equipment
Governing Law: Arizona , View Arizona State Laws
Effective Date: December 01, 2002
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EXHIBIT 10.67


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT DATED DECEMBER 1, 2002
BETWEEN EAGLEPICHER INCORPORATED AND JOHN W. WEBER


AMENDED AND RESTATED


EXECUTIVE EMPLOYMENT AGREEMENT


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT dated April 9, 2003, between EAGLEPICHER INCORPORATED (the "Company") and JOHN H. WEBER (the "Executive").


1. EMPLOYMENT AND DUTIES. The Company hereby employs the Executive, and the Executive accepts employment, effective as of December 1, 2002, as President and Chief Executive Officer of the Company and of Eagle-Picher Holdings, Inc., to perform such duties consistent with his position as may be assigned to him by the Board of Directors of the Company (the "Board"). The Executive shall report directly to the Board of Directors of the Company. The Executive shall devote substantially all of his time during normal business hours to the business and affairs of the Company except for vacation as provided in Paragraph 2(l) herein, illness or incapacity. The Executive shall not, during his employment pursuant to the Agreement, engage in any other business activity or occupation for gain, profit or other pecuniary advantage without the prior consent of the Board; provided, however, that such a prohibition shall not prohibit the Executive from investing or trading for his own benefit in stocks, bonds, securities or other forms of investment. The Company's headquarters shall be located within a 50 mile radius of Executive's current residence set forth below.


2. COMPENSATION; EXPENSES; BENEFITS.


2.a. BASE SALARY. As compensation for his services hereunder in whatever capacity rendered, the Company shall pay to the Executive a base salary, payable in equal installments twice a month at such times as is customary with respect to the Company's executives, at a rate of $650,000 per year ("Base Salary"). The Executive will not be entitled to any additional compensation for any position held with an affiliate of the Company or for representing the Company or its affiliates. The Executive's Base Salary shall be reviewed annually and subject to increase at the discretion of the Board.


2.b. EXECUTIVE INCENTIVE BONUS. The Executive shall be entitled to an annual bonus based on his achievement of annual objectives mutually agreed upon by the Board and the Executive. Any bonus earned shall be paid no later than five (5) business days following approval by the Board of the Company's audited financial statements for the fiscal year to which the bonus relates. The parties agree that the Executive's target bonus shall be sixty percent (60%), based upon meeting plans and objectives mutually agreed to prior to each fiscal year.


2.c. PREFERRED STOCK REFINANCING BONUS. If a "Preferred Stock Refinancing" (as defined in Appendix A hereto) is completed, the Executive shall be entitled to the Preferred Stock Refinancing Bonus as provided in Appendix A hereto.


2.d. LONG TERM BONUS PROGRAM. The Executive shall be granted a minimum of 150,000 units per year under the Company's 2002 Long Term Bonus Program (the "LTBP") on each December 1 commencing December 1, 2001 until such plan is terminated or amended, and in such event shall be entitled to equivalent expected value based on Company performance under an amended or replacement long term incentive program.


2.e. EMPLOYEE BENEFIT PLANS. The Executive shall be eligible to participate in all pension, hospitalization, medical, long-term disability, and life insurance programs and/or other retirement, welfare and fringe benefit plans, programs or arrangements now or hereafter in effect for executives of the Company (the "Employee Benefit Plans"), on the same terms as are at any given time in effect for executives of the Company.


2.f. AUTOMOBILE. The Company shall provide to the Executive, during the term of this Agreement, the use of an automobile that is comparable to the Executive's currently leased vehicle (Jaguar Vanden Plas Supercharged MSRP of $85,000) for which the Company shall pay the cost of insurance, taxes, maintenance and business related operating expenses upon presentation by the Executive of documentation supporting such


expenses, plus an additional amount necessary to pay all federal, state, local and payroll taxes on all payments related to said automobile.


2.g. CLUB FEES. The Company shall pay the Executive's membership dues for a private luncheon/country club and for the cost of the Executive's membership in the Young Presidents Organization. The Company shall reimburse the Executive for his travel expenses related to any meetings of the Young Presidents Organization.


2.h. BUSINESS EXPENSES. The Executive shall be entitled to reimbursement for his ordinary and necessary business expenses incurred in the performance of his duties hereunder including all office expenses such as rent, first class travel for all flights of three (3) hours or more, reimbursement for reasonable upgrade charges and business related entertainment expenses, provided that his claims therefor are documented in accordance with the Company's usual rules and regulations, and are reviewed quarterly by the Board and reimbursement approved by the Chairman of the Board.


2.i. VACATION. The Executive shall be entitled to four (4) weeks vacation each calendar year.


3. TERMINATION OF EMPLOYMENT. Notwithstanding any other provision of this Agreement, the Executive's employment may be terminated as follows:


3.a. CAUSE. Cause means any of the following: (i) the Executive's commission of any crime involving an act or acts of dishonesty that constitute a felony and result or were intended to result directly or indirectly in gain to or personal enrichment of the Executive or engages in misconduct that constitutes a serious felony; or (ii) the Executive's material willful breach of his duties under this Agreement which breach is not cured by the Executive within ten (10) days of receipt of written notice of such breach from the Board to the Executive. The Company shall give the Executive three (3) business days' written notice of its decision to terminate the Executive under clause (i) above and shall specify the event relied upon for the termination. In the event the Executive is terminated for cause pursuant to this Paragraph, the Company's obligations to pay compensation expenses and benefits described in Paragraph 2 of this Agreement shall cease on the date of termination for cause, except for unpaid salary or benefits for the period prior to the termination and the Executive's rights under the LTBP.


3.b. BY COMPANY WITHOUT CAUSE. By the Company, other than pursuant Paragraphs 3(a), 3(e) or 3(f), in which event the Executive's employment hereunder shall be deemed terminated as of the ninetieth (90th) day following the giving of written notice to the Executive of the Company's decision to terminate pursuant to this Paragraph. The Company may elect to suspend the Executive following the giving of notice hereunder up to the date of termination, subject to the Company's continuing obligation to pay the Executive's compensation and benefits under Paragraph 2. If the Company terminates the Executive's employment hereunder, the Executive shall be entitled to the payments set forth under Paragraph 3(c)(ii) of this Agreement.


3.c. BY EXECUTIVE WITH GOOD REASON.


3.c.i. By the Executive, upon the occurrence of any
of the following events:


3.c.i.(1) Failure to elect or reelect the Executive
to, or removal of the Executive from, the offices referred to in
Paragraph 1.


3.c.i.(2) A significant diminution in the nature or
scope of the essential authorities, powers, functions, duties or
responsibilities attached to the positions referred to in Paragraph 1
or a reduction in the compensation, expenses or benefits described in
Paragraph 2, which in either event is not remedied within thirty (30)
days after receipt by the Company of written notice from the Executive.


3.c.i.(3) Within two (2) years of a Change in
Control, as defined below, the Executive gives written notice to the
Company of his determination made in his discretion that, as a result
of a Change in Control:


3.c.i.3.(A) he is unable to carry out the
authorities, powers, functions, duties or responsibilities
related to the positions described in Paragraph 1; or


3.c.i.3.(B) his working conditions otherwise have
become unacceptable and, in the discretion of the Executive,
the Situation is not remedied to his satisfaction within
thirty (30) days after receipt by the Company of written
notice from the Executive of such determination, outlining the
Executive's objections and proposed solutions that have not
been implemented by the Company.


3.c.i.(4) A breach by the Company of any provisions
of this Agreement not embraced within the foregoing clauses (1), (2)
and (3), which is not remedied within thirty (30) days after receipt by
the Company of written notice from the Executive of the breach.


In any event set forth in this Paragraph, the Executive shall give
written notice to the Board that he has elected to terminate his
employment, which notice shall be given not less than thirty (30) days
prior to the termination. Said written notice will be given within
three (3) calendar months after (A) the Executive's failure to be
elected or reelected, or his removal, or (B) expiration of the
thirty-day cure period, if applicable. The Company may elect to suspend
the Executive following receipt of the Executive's Notice of
Termination from the date of the Company's receipt of said Notice, up
to the date of termination, subject to the Company's continuing
obligation to pay the Executive's compensation and benefits under
Paragraph 2 herein. If the Executive elects to terminate his employment
pursuant to Paragraph 3.c.i.3, he shall not be entitled to any benefit
or right resulting from such Change in Control, except for the benefits
and rights provided pursuant to this Agreement, and he shall reimburse
the Company or its successor for any such benefit or right (other than
benefits or rights provided pursuant to this Agreement) received prior
to his election to terminate pursuant to Paragraph 3.c.i.3.


3.c.ii. In the event that the Executive terminates his employment pursuant to Paragraph 3(c)(i) or the Company terminates his employment pursuant to Paragraph 3(b) of this Agreement:


3.c.ii.(1) The Company shall pay the Executive for
eighteen (18) months (the "Severance Period") an amount equal to the
then-existing Base Salary provided in Paragraph 2(a). At the Company's
option, said payment can be made monthly or in a lump sum.


3.c.ii.(2) The Company shall pay the Executive a pro
rata share of the annual bonus described in Paragraph 2.c for the year
in which termination occurred, which shall be calculated by multiplying
the number of full and partial months of employment for the year of
termination preceding the termination by one-twelfth (1/12) of the
Executive's annual bonus for the contract year preceding the year of
termination, which pro rata bonus shall be paid as described in
Paragraph 2.c. In addition, for the Severance Period, the Executive
shall be paid one hundred fifty percent (150%) of the Executive's
annual bonus for the fiscal year proceeding the year of termination,
which shall be paid in a lump sum no later than five (5) business days
after the effective date of termination or in equal monthly
installments during the Severance Period, at the election of the
Company.


3.c.ii.(3) During the Severance Period in addition to
payment of the Base Salary, the Executive shall continue to be entitled
to all benefits and perquisites provided for in Paragraph 2 (f), as if
the Executive had not been terminated, unless expressly prohibited by
applicable law.


3.c.ii.(4) To the extent set forth in Appendix A
hereto, the Executive shall be entitled to a Preferred Stock
Refinancing Bonus if a Preferred Stock Refinancing is completed during
the Severance Period.


3.c.ii.(5) The Executive shall have the rights set forth in the LTBP.


3.c.iii. For purposes of this Agreement, a "Change of Control" of the Company shall be deemed to have occurred as a result of any of the following:


3.c.iii.(1) Granaria Holdings no longer controls, directly or
indirectly, at least a majority of the voting power of the Company in
the election of directors;


3.c.iii.(2) The Company's gross sales are less than $500
million for a period of at least one fiscal year as a result of the
sale of the Company's assets (excluding the sale of CED);


3.c.iii.(3) The Board approves a consolidation or merger of
the Company with another corporation and such consolidation or merger
is consummated, unless such consummation results in Granaria Holdings
controlling a majority of the voting power, directly or indirectly, in
the election of directors in the surviving entity and the Executive is
offered the position of President, CEO and member of the Board of
Directors of the surviving entity on terms and conditions at least as
favorable as those set forth herein; or


3.c.iii.(4) A change in the Board occurs with the result that
the members of the Board on the date hereof ("Incumbent Directo
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