Exhibit 10.1
LONG TERM BONUS AGREEMENT
THIS LONG TERM BONUS AGREEMENT (the "Agreement") is made and
entered
into as of September 1, 2005,
(the "Grant Date") by and between SL
INDUSTRIES,
INC., a New Jersey
corporation (the "Company"),
with principal offices located
at 520 Fellowship Road, Suite A-114,
Mount Laurel,
New Jersey 08054, and JAMES
C. TAYLOR (the
"Executive"),
an
individual
with a residence
at 21 Mill Neck
Lane, Pittsford, NY 14534.
W I T N E S S E T H:
--------------------
WHEREAS,
the Executive is the President and Chief Executive Officer
of the Company; and
WHEREAS,
the Company
wishes to retain and encourage the productive
efforts of the Executive, which contributes toward the Company's
success.
NOW,
THEREFORE,
in
consideration
of the
premises and the mutual
agreements herein set forth and for other good and valuable
consideration,
the
parties hereto agree as follows:
Section 1. BONUS.
The Executive shall be paid a Bonus in the amount
specified herein. The Bonus shall be paid upon the earlier of (a)
the occurrence
of a Change of Control;
or (b) the delivery of a notice, in accordance with the
terms herein (the "Notice"). The Bonus described herein is separate
and distinct
from any other bonus program the Executive may participate in or be
entitled to.
Section 2. PAYMENT OF BONUS. The Company shall pay the Executive
the
Bonus within ten (10)
business
days
following
the
occurrence of a Change of
Control,
or the receipt of the Notice,
as the case may be. The total amount of
the Bonus owed to the
Executive
on any given date shall be equal to the vested
portion of the Bonus on such date, as determined
pursuant to Section 4(b).
The
Executive
shall be entitled to receive all or parts of the vested Bonus in
such
increments as he shall direct upon delivery of the Notice thereof.
Section 3.
TERMINATION.
Upon the
termination
of the
Executive's
employment
with the Company for any reason,
the Executive shall be entitled to
receive
the Bonus upon
deliverance
of the Notice for a period of thirty
(30)
days following the date of termination.
Immediately
after such thirty (30) day
period,
Executive
shall have no right to submit
the Notice or to receive
the
Bonus.
Section 4. DEFINITIONS. All capitalized terms used herein shall
have
the meanings set forth below.
(a) "Base Price" shall mean $15.02.
(b) "Bonus"
shall
mean
all
compensation
paid
to the
Executive
pursuant to the terms of this Agreement. The amount of the Bonus
shall be equal to the product of 50,000 multiplied by the amount
the Stock Price exceeds the base price. The Bonus shall vest pro
rata over a period of four (4)
years,
as
follows:
20% on the
date hereof and 20% on each anniversary of the date hereof until
fully vested.
Notwithstanding the foregoing, the full amount of
the Bonus shall fully vest and be payable upon the occurrence of
a Change in Control, as provided in Section 2.
(c) "Change in Control" shall be deemed to have occurred if:
(i) a tender offer (or series of related
offers)
shall
be made and
consummated for the ownership of 50% or more of the
outstanding voting securities of the Company, unless as a result
of such
tender
offer more than 50% of the
outstanding
voting
securities
of the surviving or resulting
corporation
shall be
owned in the aggregate by the shareholders of the Company (as of
the time
immediately
prior to the commencement of such offer),
any employee
benefit
plan of the Company or its
subsidiaries,
and their affiliates;
(ii) the Company
shall be merged or
consolidated
with
another
corporation,
unless
as a
result
of such
merger
or
consolidation more than 50% of the outstanding voting securities
of the surviving or resulting
corporation shall be owned in the
aggregate
by the
shareholders
of the
Company (as of the time
immediately
prior to such
transaction),
any employee
benefit
plan of the Company or its subsidiaries, and their affiliates;
(iii) the Company
shall sell
substantially
all of its
assets to another
corporation
that is not wholly
owned by the
Company,
unless
as a result of such sale more than 50% of such
assets shall be owned in the
aggregate by the
shareholders
of
the
Company
(as
of
the
time
immediately
prior
to
such
transaction),
any
employee
benefit plan of the Company or its
subsidiaries and their affiliates; or
(iv) a Person (as defined
below)
shall
acquire 50% or
more
of
the
outstanding
voting
securities
of
the
Company
(whether
directly,
indirectly,
beneficially
or
of
record),
unless
as a result
of such
acquisition
more
than 50% of the
outstanding
voting
securities
of the
surviving
or resulting
corporation
shall be owned in the aggregate by the shareholders
of the
Company (as of the time
immediately
prior to the first
acquisition
of such
securities by such
Person),
any employee
benefit
plan of the
Company
or its
subsidiaries,
and
their
affiliates.
For
purposes of this
definition,
ownership
of voting
securities
shall take into account and shall include
ownership
as determined by applying the provisions of Rule
13d-3(d)(I)(i)
(as in effect on the date hereof) under the Securities
Exchange
Act of 1934, as amended (the "Exchange
Act"). In addition,
for
such purposes,
"Person" shall have the meaning given in Section
3(a)(9) of the
Exchange
Act, as modified
and
