EMPLOYMENT AGREEMENTEmployee Secondment Agreement |
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APTARGROUP INC | Eric Ruskoski. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.24
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT between AptarGroup, Inc., a Delaware corporation (the
“Company”), and Eric Ruskoski (the “Executive”) is
entered into on December 1, 2003. In consideration of the covenants
contained herein, the parties agree as follows:
1. Employment.
The Company shall employ the Executive, and the Executive agrees to be employed
by the Company, upon the terms and subject to the conditions set forth herein
for the period beginning on December 1, 2003 and ending on
December 1, 2006, unless earlier terminated pursuant to Section 4
hereof; provided, however, that such term shall automatically be
extended as of each December 1, commencing December 1, 2004, for one
additional year unless either the Company or the Executive shall have
terminated this automatic extension provision by written notice to the other
party at least 30 days prior to the automatic extension date; and provided
further that in no event shall such term extend beyond December 1,
2013. The term of employment in effect from time to time hereunder is
hereinafter called the “Employment Period.”
2. Position
and Duties. During the Employment Period, the Executive shall serve as the
President of Seaquist Closures or in such other executive position as
determined by the Chief Executive Officer of the Company (the “Company
CEO”) and shall have the normal duties, responsibilities and authority of
an executive serving in such position, subject to the direction of the Company
CEO. The Executive shall have the title of President or such other title
denoting an executive office as determined by the Company CEO and shall report
to the Company CEO or such other executive officer of the Company as determined
by the Company CEO. During the Employment Period, the Executive shall devote
his best efforts and his full business time to the business and affairs of the
Company.
3. Compensation
and Benefits. The Company shall pay the Executive a salary during the
Employment Period, in monthly installments, initially at the rate of $302,000
per annum. The Company CEO may, in his sole discretion (i) increase (but
not decrease) such salary from time to time and (ii) award a bonus to the
Executive for any calendar year during the Employment Period.
(b) The
Company shall reimburse the Executive for all reasonable expenses incurred by
him in the course of performing his duties under this Agreement which are
consistent with the Company’s policies in effect from time to time.
(c) During
the Employment Period, the Executive shall be entitled to participate in the
Company’s executive benefit programs on the same basis as other
executives of the Company having the same level of responsibility, which
programs consist of those benefits (including insurance, vacation, company car
or car allowance and/or other benefits) for which substantially all of the
executives of the Company are from time to time generally eligible, as
determined from time to time by the Board of Directors of the Company (the
“Board”).
(d) In
addition to participation in the Company’s executive benefit programs
pursuant to Section 3(c), the Executive shall be entitled during the
Employment Period to:
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(i) |
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additional term
life insurance coverage in an amount equal to the Executive’s salary,
but only if and so long as such additional coverage is available at standard
rates from the insurer providing term life insurance coverage under the
executive benefit programs or a comparable insurer acceptable to the Company;
provided, that if the Executive is not participating in such additional life
insurance coverage and if the Employment Period ends on account of the
Executive’s death, the Company shall pay to the Executive’s
estate (or such person or persons as the Executive may designate in a written
instrument signed by him and delivered to the Company prior to his death)
amounts equal to one-half of the amounts the Executive would have received as
salary (based on the Executive’s salary then in effect) had the Employment
Period remained in effect until the second anniversary of the date of the
Executive’s death, at the times such amounts would have been paid. |
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(ii) |
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supplementary
long-term disability coverage in an amount which will increase maximum
covered annual compensation to 66 2/3% of the executive’s annual
salary; but only if and so long as supplementary coverage is available at
standard rates from the insurer providing long-term disability coverage under
the executive benefit program or a comparable insurer acceptable to the
Company. |
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4. Termination
of Employment. The Employment Period shall end upon the first to occur of:
(i) the expiration of the term of this Agreement pursuant to
Section 1 hereof, (ii) retirement of the Executive (“Retirement”),
(iii) termination of the Executive’s employment by the Company on
account of the Executive’s having become unable (as determined by the
Board in good faith) to regularly perform his duties hereunder by reason of
illness or incapacity for a period of more than six consecutive months
(“Termination for Disability”), (iv) termination of the
Executive’s employment by the Company for Cause (“Termination for
Cause”), (v) termination of the executive’s employment by the
Company other than a Termination for Disability or a Termination for Cause
(“Termination Without Cause”), (vi) the Executive’s
death or (vii) termination of the Executive’s employment by the Executive
for any reason following written notice to the Company at least 90 days
prior to the date of such termination (“Termination by the
Executive”).
(b) For
purposes of this Agreement, “Cause” shall mean (i) the
commission of a felony involving moral turpitude, (ii) the commission of a
fraud, (iii) the commission of any act involving dishonesty with respect to the
Company or any of its subsidiaries or affiliates, (iv) gross negligence or
willful misconduct with respect to the Company or any of its subsidiaries or
affiliates, (v) breach of any provision of Section 5 or Section 6
hereof or (vi) any other breach of this Agreement which is material and
which is not cured within 30 days following written notice thereof to the
Executive by the Company.
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(c) If
the Employment Period ends for any reason set forth in Section 4(a), except as
otherwise provided in this Section 4, the Executive shall cease to have
any rights to salary, bonus (if any) or benefits hereunder, other than
(i) any unpaid salary accrued through the date of such termination,
(ii) any bonus payable, but only if such termination occurs during the
third or fourth quarter of the Company’s fiscal year, such bonus to be
prorated in accordance with Company policy, (iii) any unpaid expenses
which shall have been incurred as of the date of such termination and (iv) to
the extent provided in any benefit plan in which the Executive has
participated, any plan benefits which by their terms extend beyond termination
of the Executive’s employment. Notwithstanding the foregoing, if the
Employment Period ends on account of Termination by the Executive other than
for Good Reason (as defined in Section 4(i) hereof) pursuant to Section 4(h)
hereof or Termination for Cause, the Executive shall not be entitled to any
unpaid bonus accrued through the date of such termination.
(d) If
the Employment Period ends on account of Retirement, the Company shall make no
payments to the Executive other than as provided in Section 4(c) hereof.
(e) If
the Employment Period ends on account of Termination for Disability, in
addition to the amounts described in Section 4(c) hereof, the Executive shall
receive the disability benefits to which he is entitled under any disability
benefit plan in which the Executive has participated as an employee of the
Company.
(f) If
the Employment Period ends on account of the Executive’s death, the
Company shall pay to the Executive’s estate (or such person or persons as
the Executive may designate in a written instrument signed by him and delivered
to the Company prior to his death) amounts equal to one-half of the amounts the
Executive would have received as salary (based on the Executive’s salary
then in effect) had the Employment Period remained in effect until the second
anniversary of the date of the Executive’s death, at the times such
amounts would have been paid.
(g) If
the Employment Period ends on account of Termination without Cause, in addition
to the amounts described in Section 4(c) hereof, the Company shall pay to the
Executive amounts equal to the amounts the Executive would have received as
salary (based on the Executive’s salary then in effect) had the
Employment Period remained in effect until the date on which (without any
extension thereof, or, if previously extended, without any further extension
thereof) it was then scheduled to end, at the times such amounts would have
been paid, less any payments to which the Executive shall be entitled during
such salary continuation period under any disability benefit plan in which the
Executive has participated as an employee of the Company; provided, however,
that in the event of the Executive’s death during the salary continuation
period, the Company shall pay to the Executive’s estate (or such person
or persons as the Executive may designate in a written instrument signed by him
and delivered to the Company prior to his death) amounts during the remainder
of the salary continuation period equal to one-half of the amounts which would
have been paid to the Executive but for his death. It is expressly understood
that the Company’s payment obligations under this Section 4(g) shall
cease in the event the Executive shall breach any provision of Section 5
or Section 6 hereof.
(h) Notwithstanding
the foregoing provisions of this Section 4, in the event of a Change in
Control (as defined in Appendix A hereto), the employment of the Executive
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hereunder shall not be terminated by the
Company or any successor to the Company within two years following such Change
in Control unless the Executive receives written notice of such termination
from the Company or such successor at least 30 days prior to the date of
such termination. In the event of such termination of employment by the Company
or such successor other than a Termination for Cause, Retirement, a Termination
for Disability or due to the Executive’s death (in which case the
provisions of Section 4(c), 4(d), 4(e) or 4(f), as the case may be, shall
apply), within two years following a Change in Control, or in the event that
the Executive terminates his employment hereunder for Good Reason (as defined
in Section 4(i) hereof) within two years following a Change in Control:
(1) the
Company shall pay to the Executive within 30 days following the date of
termination, in addition to the amounts and benefits described in Sections 4(c)(i),
(iii) and (iv) hereof:
(A) a
cash amount equal to the sum of (i) the Executive’s annual bonus in
an amount at least equal to the highest annualized (for any fiscal year
consisting of less than 12 full months or with respect to which the Executive
has been employed by the Company for less than 12 full months) bonus paid or
payable, including by reason of any deferral, to the Executive by the Company
and its affiliated companies in respect of the three fiscal years of the
Company (or such portion thereof during which the Executive performed services
for the Company if the Executive shall have been employed by the Company for
less than such three fiscal year period) immediately preceding the fiscal year
in which the Change in Control occurs, multiplied by a fraction, the numerator
of which is the number of days in the fiscal year in which the Change in
Control occurs through the date of termination and the denominator of which is
365 or 366, as applicable, and (ii) any compensation previously deferred
by the Executive (together with any interest and earnings thereon) and any
accrued vacation pay, in each case to the extent not theretofore paid; plus
(B) a
lump-sum cash amount (subject to any applicable payroll or other taxes required
to be withheld) in an amount equal to (i) two (2) times the
Executive’s highest annual base salary from the Company and its
affiliated companies in effect during the 12-month period prior to the date of
termination, plus (ii) two (2) times the Executive’s highest
annualized (for any fiscal year consisting of less than 12 full months or with
respect to which the Executive has been employed by the Company for less than
12 full months) bonus, paid or payable, including by reason of any deferral, to
the Executive by the Company and its affiliated companies in respect of the
three fiscal years of the Company (or such portion thereof during which the
Executive performed services for the Company if the Executive shall have been
employed by the Company for less than such three fiscal year period)
immediately preceding the fiscal year in which the Change in Control occurs; provided,
however, that any amount paid pursuant to this Section 4(h)(1)(B) shall
be paid in lieu of any other amount of severance relating to salary or bonus
continuation to be received by the Executive upon termination of employment of
the Executive under any severance plan, policy or arrangement of the Company;
and
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(2) for
a period of two years commencing on the date of termination, the Company shall
continue to keep in full force and effect all policies of medical, disability
and life insurance with respect to the Executive and his dependents with the
same level of coverage, upon the same terms and otherwise to the same extent as
such policies shall have been in effect immediately prior to the date of
termination or, if more favorable to the Executive, as provided generally with
respect to other peer executives of the Company, and the Company and the
Executive shall share the costs of the continuation of such insurance coverage
in the same proportion as such costs were shared immediately prior to the date
of termination.
The Executive agrees that he shall not
terminate his employment hereunder, other than for Good Reason, within one year
following a Change in Control unless the Company or any successor to the
Company receives written notice of such termination from the Executive at least
six months prior to the date of such termination.
(i) For purposes of this Agreement “Good Reason” shall mean (x) a reduction by the Company in t






