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Exhibit 10.2
KATY INDUSTRIES, INC.
2008 Chief
Executive Officer’s Plan
ARTICLE
I
DEFINITIONS
Terms
used herein and not otherwise defined shall have the meaning
set forth in the Agreement.
1.1 “Administrator”
means the Committee.
1.2 “Affiliate”
means any subsidiary or parent corporation (within the meaning
of Section 424 of the Code) of the Company.
1.3 “Agreement”
means a written agreement (including any amendment or
supplement thereto) between the Company and the Participant
specifying the terms and conditions of an Option granted to
such Participant.
1.4 “Board”
means the Board of Directors of the Company.
1.5 “Cause”
means (i) Participant’s willful failure to perform, or
gross negligence in the performance of, the
Participant’s material duties and responsibilities to
the Company and its Affiliates; (ii) Participant’s
material breach of any provision of the Employment Agreement;
(iii) commission by Participant of a material act of fraud or
embezzlement, or commission of any material dishonesty with
regard to the Company or any of its Affiliates; or (iv)
conviction of, or plea of nolo contendere to, a felony or
other crime involving moral turpitude. A
termination for “Cause” shall be determined in
accordance with the Employment Agreement.
1.6 “Change
in Control” of the Company means, and shall be deemed to
have occurred upon, any of the following events:
(i)
a sale or transfer (in one or a series of related
transactions) of 100% of the Company’s outstanding
capital stock to one Person or a group of Persons acting in
concert;
(ii)
a sale or transfer (in one or a series of related
transactions) of all or substantially all of the
Company’s operating subsidiaries or assets to one Person
or a group of Persons acting in concert; or
(iii)
a transaction or transactions in which any Person or a group
of Persons acting in concert acquires stock of the Company in
an amount greater than that held by Kohlberg & Co. LLC
(“Kohlberg”) and Kohlberg Affiliates and in which
Kohlberg relinquishes control of the Board.
1.7 “Code”
means the Internal Revenue Code of 1986, and any amendments
thereto.
1.8 “Committee”
means the Compensation Committee of the Board.
1.9 “Common
Stock” means the common stock of the
Company.
1.10 “Company”
means Katy Industries, Inc.
1.11 “Employment
Agreement” means the Employment Agreement between the
Company and the Participant effective as of April 21,
2008.
1.12 “Good
Reason” means the occurrence of any of the following
conditions, without the Participant’s consent: (1)
material diminution in the Participant’s duties,
authority or responsibilities; (2) any reduction by the
Company of the Participant’s Base Salary (as defined in
the Employment Agreement) as in effect on the Executive's
Employment Date (as defined in the Employment Agreement), as
the same may be increased from time to time, or a reduction of
the potential annual Target Bonus (as defined in the
Employment Agreement) expressed as a percent of base salary
(subject to attainment of goals, Board discretion and other
conditions of the applicable bonus program); or (3) a material
breach of any material provision of the Employment Agreement,
including but not limited to the Company's obligations to
provide the benefits specified in Section 4 of the Employment
Agreement; provided, however, that the Participant gives
written notice to the Company of the condition within thirty
(30) days of the occurrence of the condition, and provided
further that the Company shall have thirty (30) days to remedy
the condition and, if the condition is not so remedied, that
the Participant terminate his employment hereunder within
thirty (30) days hereafter.
1.13 “Option”
means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the
price set forth in an Agreement.
1.14 “Participant”
means David J. Feldman.
1.15 "Person"
means an individual, a corporation, an association, a
partnership, an estate, a trust and any other entity or
organization, other than the Company or any of its
Affiliates.
1.16 “Plan”
means the Katy Industries, Inc. 2008 Chief Executive
Officer’s Plan.
1.17 “Termination
Event” shall have the meaning set forth in Article
VII .
ARTICLE
II
PURPOSES
The
Plan is intended to induce the Participant to become an
employee of the Company by enabling the Participant to
participate in the future success of the Company and its
Affiliates and to associate his interests with those of the
Company and its shareholders. The proceeds received by the
Company from the sale of Common Stock pursuant to this Plan
shall be used for general corporate purposes.
ARTICLE
III
ADMINISTRATION
The
Plan shall be administered by the Administrator.
Notwithstanding any such conditions, the Administrator may, in
its discretion, accelerate the time at which any
Option may be exercised. In addition, the
Administrator shall h
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