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Exhibit
10.5
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(the “Agreement”), dated as of May 24, 2007, is
entered into between Jarden Corporation, a Delaware corporation
(the “Company”) and Richard Sansone, (the
“Employee”).
WITNESSETH:
WHEREAS, the Company desires
to continue to employ the Employee and to be assured of his
services on the terms and conditions hereinafter set forth;
and
WHEREAS, the Employee is
willing to continue such employment on such terms and
conditions.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in
this Agreement, the Company and the Employee hereby agree as
follows:
1. Employment . The
Company hereby employs the Employee as Senior Vice President and
Chief Accounting Officer of the Company, and the Employee accepts
such employment, upon the terms and subject to the conditions set
forth in this Agreement. Notwithstanding the foregoing, it is
understood and agreed that the Employee from time to time may
(a) be appointed to additional offices or to different offices
than those set forth above provided they are within a fifty mile
radius of the current Rye, New York location, (b) perform such
duties other than those set forth above, and/or (c) relinquish
one or more of such offices or other duties, as may be mutually
agreed by and between the Company and the Employee; and, that no
such action shall be deemed or construed to otherwise amend or
modify any of the remaining terms or conditions of this
Agreement.
2. Term . The term of
this Agreement shall be two (2) years, commencing on the date
hereof and ending on the second anniversary of such date (the
“Initial Term”), subject to earlier termination
pursuant to the provisions of Section 10. The employment of
the Employee shall automatically continue hereunder following the
Initial Term for the successive one (1) year periods (the
“Renewal Terms”) unless the Company or the Employee
gives written notice to the other at least (90) ninety days
prior to the end of the Initial Term. Subsequent to the Initial
Term, the employment of the Employee hereunder may be terminated at
the end of any Renewal Term by delivery by either the Employee or
the Company of a written notice to the other part at least
(90) ninety days prior to the end of any Renewal
Term.
3. Duties . During the
term of this Agreement, the Employee shall, subject to the
provisions of Section 1 above, serve as Senior Vice President
and Chief Accounting Officer of the Company and shall perform all
duties commensurate with his position that may be assigned to him
by the Chief Executive Officer of the Company or his designee
and/or by the Board of Directors of the Company consistent with
such position. The Employee shall devote substantially all of his
time and energies to the business and affairs of the Company and
shall use his best efforts, skills and abilities to promote the
interests of the Company as necessary to diligently and competently
perform the duties of his position.
4. Compensation and
Benefits . During the term of this Agreement, the Company shall
pay to the Employee, and the Employee shall accept from the
Company, as compensation for the performance of services under this
Agreement and the Employee’s observance and performance of
all of the provisions hereof, a salary of $340,000 per year (the
“Base Compensation”). The Base Compensation shall be
reviewed annually and shall be increased by a minimum of the
Consumer Price Index. In addition, the Employee shall be eligible
for a bonus package based on performance. The bonus program shall
give the Employee the opportunity to earn a target bonus of 40% of
Base Compensation and a maximum bonus of 80% of Base Compensation
each year based on the achievement of performance goals set by the
Compensation Committee of the Board of Directors of the Company.
The Employee’s salary shall be payable in accordance with the
normal payroll practices of the Company and shall be subject to
withholding for applicable taxes and other amounts. During the term
of this Agreement, the Employee shall be entitled to participate in
or benefit from, in accordance with the eligibility and other
provisions thereof, such medical, insurance, and other fringe
benefit plans or policies as the Company may make available to, or
have in effect for, its personnel with commensurate duties from
time to time. The Company retains the rights to terminate or alter
any such plans or policies from time to time. The Employee shall
also be entitled to vacations, sick leave and other similar
benefits in accordance with policies of the Company from time to
time in effect for personnel with commensurate duties.
5. Reimbursement of
Business Expenses . During the term of this Agreement, upon
submission of proper invoices, receipts or other supporting
documentation satisfactory to the Company and in specific
accordance with such guidelines as may be established from time to
time by the Company, the Employee shall be reimbursed by the
Company for all reasonable business expenses actually and
necessarily incurred by the Employee on behalf of the Employer in
connection with the performance of services under this
Agreement.
6. Representation of
Employee . Except as set forth in Paragraph 3 hereof, the
Employee represents and warrants that that he is not party to, or
bound by, any agreement or commitment, or subject to any
restriction, including but not limited to agreements related to
previous employment containing confidentiality or non compete
covenants, which in the future may have a possibility of adversely
affecting the business of the Company or the performance by the
Employee of his material duties under this Agreement.
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7. Confidentiality .
(For purposes of this Section 7, all references to the Company
shall be deemed to include the Company’s subsidiary
corporations.)
(a) Confidential
Information . The Employee acknowledges that he will have
knowledge of, and access to, proprietary and confidential
information of the Company, including, without limitation,
inventions, trade secrets, technical information, know-how, plans,
specifications, methods of operations, financial and marketing
information and the identity of customers and suppliers
(collectively, the “Confidential Information”), and
that such information, even though it may be contributed, developed
or acquired by the Employee, constitutes valuable, special and
unique assets of the Company developed at great expense which are
the exclusive property of the Company. Accordingly, the Employee
shall not, either during or subsequent to the term of this
Agreement, use, reveal, report, publish, transfer or otherwise
disclose to any person, corporation or other entity, any of the
Confidential Information without the prior written consent of the
Company, except to responsible officers and employees of the
Company and other responsible persons who are in a contractual or
fiduciary relationship with the Company and who have a need for
such information for purposes in the best interests of the Company,
and except for such information which is or becomes of general
public knowledge from authorized sources other than the Employee.
The Employee acknowledges that the Company would not enter into
this Agreement without the assurance that all such confidential and
proprietary information will be used for the exclusive benefit of
the Company.
(b) Return of Confidential
Information . Upon the termination of Employee’s
employment with the Company, the Employee shall promptly deliver to
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