EXHIBIT 10.2
Special Retention Bonus Plan
The
Yankee Candle Company, Inc.
Special Retention Bonus
Plan
Purpose.
The Yankee Candle Company, Inc. (the “Company”) wishes
to provide under this plan (the “Plan”) made as of
September 14, 2006 (the “Effective Date”) a
Special Retention Bonus to certain individuals in recognition of
their prior contributions and as an incentive for such individuals
to continue to provide services to the Company.
Participants. Participants are those persons designated as
such by the Board of Directors of the Company at its meeting on
September 14, 2006, as the same may be amended by the
Company’s Chief Executive Officer pursuant to authority
delegated to him by the Board of Directors at such meeting. A
schedule of all approved Participants shall be kept on file by the
Chief Executive Officer, which schedule shall be deemed to be
conclusive as to the identity of approved Participants.
Special
Retention Bonuses. The Company will pay a Special Retention
Bonus to each of the Eligible Participants no later than
15 days following the Trigger Date (as defined below) in an
amount equal to either a certain percentage of such
Participant’s base salary as of the Effective Date or a
specified dollar amount. The designated percentage to be used in
calculating the Special Retention Bonus or the specified dollar
amount, as the case may be, for each Participant if he or she
becomes an Eligible Participant was approved by the Board of
Directors at its meeting on September 14, 2006 and shall be
set forth on the above-referenced schedule to be maintained by the
Chief Executive Officer. An “Eligible Participant” is a
Participant who is continuously employed by the Company between the
Effective Date and the date (the “Trigger Date”) three
months following the date of the first occurrence after the
Effective Date of a Change in Control Event (as defined herein), or
whose employment with the Company is terminated by the Company
without Cause, as that term is defined herein, prior to the Trigger
Date. Participants whose employment with the Company ends prior to
the Trigger Date for any reason other than due to a termination by
the Company without Cause shall not receive a Special Retention
Bonus.
Definition of
“Change in Control Event.” For purposes of this
Plan, “ Change in Control Event ” means an event
or occurrence set forth in any one or more of paragraphs
(a) through (c) below:
(a) the
acquisition by an individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership of any capital stock
of the Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) more than 50% of either (x) the then-outstanding
shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (y) 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”); provided, however, that for
purposes of this paragraph (a), the following acquisitions shall
not constitute a Change in Control Event: (i) any acquisition
directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for,
convertible into or exchangeable for
EXHIBIT 10.2
Special Retention Bonus Plan
common stock or
voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the
Company), (ii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (iii) any
acquisition by any company pursuant to a Business Combination (as
defined below) which complies with clauses (i) and (ii) of
paragraph (c) of this definition; or
(b) such
time as the Continuing Directors (as defined below) do not
constitute a majority of the Board of Directors of the Company (or,
if applicable, the Board of Directors of a successor corporation to
the Company), where the term “Continuing Director”
means at any date a member of the Board of Directors (x) who
was a membe
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