EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

 

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                                                                   EXHIBIT 10.21

 

               EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

 

     THIS EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "AGREEMENT")

is entered into and effective as of _____________, 2002 ("Closing Date"), by and

between Steven Schultz ("Executive") and United Industries Corporation, a

Delaware corporation ("United). United, the Company (as defined below) and

Executive are sometimes collectively referred to herein as the "Parties" and

individually as a "Party."

 

     Executive has been an employee, officer, director and stockholder of

Schultz Company, a Missouri corporation ("Schultz"), and as such, possesses

special knowledge, abilities and experience regarding the business of Schultz.

Upon the closing of the transaction as set forth in the Merger Agreement to

which United and Schultz are parties dated _________, 2002 ("Merger Agreement"),

Schultz became a wholly owned subsidiary of United (the "Closing") ("United" and

"Schultz" are herein collectively referred to herein as the "Company"). The

Company desires to employ Executive as a Senior Vice President with respect to

its business and Executive desires to provide services to the Company upon the

terms and conditions set forth in this Agreement.

 

     In consideration of the mutual covenants and agreements set forth herein,

the Parties agree as follows:

 

     1.   EMPLOYMENT.

 

     The Company hereby engages Executive as a Senior Vice President, and

Executive hereby accepts such engagement, for a period commencing as of the

Closing Date and terminating on the third anniversary of the Closing (the

"Employment Period"), subject to earlier termination as provided in Paragraphs

12, 13 or 14 of this Agreement. Executive shall have such responsibilities,

duties and authorities, and shall render such services of an executive and

administrative character, or act in such other executive capacity for the

Company and its affiliates, as the Company's Chief Executive Officer ("CEO") or

its Board of Directors (the "Board") shall from time to time reasonably direct.

Executive shall devote his best efforts, energies and abilities and his full

business time, skill and attention (except as described below and except for

permitted vacation periods and reasonable periods of illness or other

incapacity) to the business and affairs of the Company. Executive shall perform

the duties and carry out the responsibilities assigned to him, to the best of

his ability, in a diligent, trustworthy, businesslike and efficient manner for

the purpose of advancing the business of the Company. It is understood and

agreed that Executive shall render such services from St. Louis, Missouri;

provided that, the Executive may be required to travel from time to time at the

reasonable direction of the Company.

 

     2.   BASE COMPENSATION AND INCENTIVE.

 

     (a)  During the Employment Period, the Company shall pay Executive a Base

Salary at a rate of three hundred thousand dollars ($300,000.00) per annum,

payable in equal monthly installments less withholding as required by law. The

Base Salary will be reviewed by, and shall be subject to increase at the

discretion of the Board or the Compensation Committee of the Board in accordance

with the Company's then-current policy for reviewing the salaries of its

executive employees. Upon termination of the Employment Period, the Base Salary

for any partial year shall be prorated based on the number of days elapsed in

such year during which the Employment Period continued.

 

     (b)  Executive shall be eligible to receive an incentive bonus of up to

fifty percent (50%) of Base Salary upon the attainment of certain goals and

objectives as established and determined by the Company's CEO.

 

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     3.   BENEFITS, OPTIONS, TAXES AND WITHHOLDING.

 

     (a)  BENEFITS. In addition to the Base Salary payable to Executive

hereunder, Executive shall be entitled to (i) an automobile allowance of One

Thousand Dollars ($1,000.00) per month and (ii) such benefits as are, from time

to time, afforded to other executives of the Company who hold a position

comparable to Executive, which may be revised, removed or altered by the Board

with respect to all similarly situated executives of the Company. By way of

example, such benefits generally include:

          (1)  hospitalization, disability, life, health and dental insurance in

     amounts consistent with Company policy for all key management employees, as

     reasonably determined by the Board;

 

          (2)  up to five (5) weeks paid vacation each year with salary,

     consistent with Company policy for all senior executive employees and

     provided that unused vacation time shall not be carried over to subsequent

     years;

 

          (3)  reimbursement for reasonable, ordinary and necessary

     out-of-pocket business expenses incurred by Executive in the performance of

     its duties, subject to the Company's policies in effect from time to time

     with respect to travel, entertainment and other expenses, including without

     limitation, requirements with respect to reporting and documentation of

     such expenses;

 

          (4)  other benefit arrangements, including a 401(k) or similar tax

     deferral plan, to the extent made generally available by the Company to its

     executives and key management employees.

 

     (b)  Options. Subject to approval by either the Board or the Compensation

Committee of the Board in their sole and absolute discretion, EXECUTIVE SHALL BE

ELIGIBLE TO RECEIVE, under and in accordance with the Company's 2001 Stock

Option Plan, an option to purchase 100,000 Class-A and 100,000 Class-B shares of

the common stock of the Company at $5.00 per share. Such shares shall, if

approved, BE EFFECTIVE UPON THE DATE GRANTED AND APPROVED BY THE BOARD OR THE

COMPENSATION COMMITTEE OF THE BOARD, AND SHALL vest in accordance with, and be

subject to all the terms and conditions of, the 2001 Stock Option Plan and the

Stock Option Agreement which Executive will be required to execute in accordance

therewith.

 

     (c)  TAXES AND WITHHOLDING. All compensation payable to Executive hereunder

is stated in gross amount and shall be subject to all applicable withholding

taxes, other normal payroll and any other amounts required by law to be

withheld.

 

     4.   CONFIDENTIAL INFORMATION. Executive acknowledges that: (a) he has been

involved with developing and implementing, and has had total access to,

information relating to marketing strategies, customer lists, customer

preferences, and other trade secrets and other confidential and proprietary

information of Schultz Company, including without limitation marketing,

information systems and records, business plans and strategies, and customer

data and information, and that all such information and the information,

observations and data relating to the Company and its subsidiaries which

Executive has obtained and shall obtain during the course of his employment with

the Company and its subsidiaries and its performance under this Agreement

(whether or not such information is or was developed by Executive)

(collectively, "Confidential Information") are the property of the Company and

its subsidiaries; (b) the period and nature of the restrictions contained in

Paragraphs 4 and 5 of this Agreement are reasonable and necessary to protect the

legitimate interests of Company; (c) such restrictions do not and will not

unreasonably impair Executive's ability to financially maintain a standard of

living that is acceptable to him; (d) Company will suffer loss, damage and

irreparable harm and injury if Executive fails to observe any of the

restrictions described in Paragraphs 4 or 5 and in any such case Company will be

without an adequate remedy at law; (e) Company has a legitimate business

interest in protecting the foregoing, which constitute trade secrets, valuable

confidential business information even if not qualifying as a trade secret,

substantial relationships with prospective and existing customers, sources of

business and relationships and customer goodwill associated with their ongoing

business; and (f) by reason of the foregoing, if Executive fails to observe any

covenant or restriction described and set

 

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forth in Paragraphs 4 or 5 of this Agreement Company may, in addition to

pursuing any other right or remedy available to them, seek injunctive relief

against Executive. Executive agrees that he shall not use for his own purposes

or disclose to any third party any Confidential Information without the prior

written consent of the Company's CEO or the Board, unless and to the extent that

the aforementioned matters become generally known to and available for use by

the public other than as a result of Executive's or Company management's acts or

omissions. Executive further agrees to take all appropriate steps (and to cause

its affiliates to take all appropriate steps) to protect such Confidential

Information against disclosure, misuse, espionage, loss and theft. In the event

Executive or its affiliates is required by law to disclose any such Confidential

Information, Executive or such affiliate, as the case may be, shall promptly

notify the Company's CEO and Board in writing, which notification shall include

the nature of the legal requirement and the extent of the required disclosure,

and shall cooperate with the Company to preserve the confidentiality of such

information consistent with applicable law. Executive shall deliver to the

Company at the end of the Employment Period, or at any other time the Company

may request, all memoranda, notes, plans, records, reports, computer tapes,

printouts and software and other documentation (and copies thereof) relating to

the business of the Company and its subsidiaries which Executive may then

possess or have under his control. Executive acknowledges that all inventions,

innovations, improvements, developments, methods, designs, analyses, drawings,

reports and all similar or related information (whether patentable or not) which

relate to the Acquired Assets or the actual or anticipated business, research

and development or existing or future products or services of the Company and

its subsidiaries and which are conceived, developed or made by him during the

Employment Period and at the direction of the Company ("Work Product") belong to

the Company. Executive shall promptly disclose such Work Product to the CEO and

the Board and perform all actions reasonably requested by the CEO and the Board

(whether during or after the Employment Period) to establish and confirm such

ownership (including, without limitation, assignments, powers of attorney and

other instruments).

 

     5.   NON-COMPETITION. Executive acknowledges that Executive is familiar

with the trade secrets and other Confidential Information of the Company and its

subsidiaries. Executive further acknowledges that his services have been of

special, unique and extraordinary value to the Company and its subsidiaries,

that Executive has been substantially responsible for the growth and development

of the Company and its subsidiaries and the creation and pr