EXHIBIT 10.1
EMPLOYMENT
AGREEMENT
BETWEEN
DAVID S. HAFFNER
AND
LEGGETT & PLATT,
INCORPORATED
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1.
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Employment
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1
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2.
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Term
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1
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2.1
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Term
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1
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2.2
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Early
Termination
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1
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3.
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Duties and
Authority
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2
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4.
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Compensation
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2
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4.1
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Base
Salary
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2
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4.2
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Annual Cash
Bonus
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3
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4.3
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Restricted
Stock Unit Grant
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3
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4.4
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Vacations;
Other Benefits
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3
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4.5
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Clawbacks
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4
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5.
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Expenses
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4
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6.
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Disability
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4
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6.1
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Definition of
“Total Disability”
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4
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6.2
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Offset
Payments
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4
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7.
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Executive’s Option to Terminate
Agreement
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5
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8.
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Termination by
the Company
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5
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8.1
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Termination For
Cause
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5
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8.2
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Termination
Without Cause
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6
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9.
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Effect of
Termination
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8
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10.
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Confidential
Information
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8
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11.
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Non-Compete
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8
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12.
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Code Section
409A
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9
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13.
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Nonassignability
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9
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14.
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Miscellaneous
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9
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14.1
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Waivers
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9
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14.2
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Notices
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9
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14.3
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Survival of
Provisions
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10
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14.4
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Enforceability
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10
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14.5
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Entire
Agreement
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10
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14.6
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Governing
Law
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10
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EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“ Agreement ”) is made as of May 7, 2009
between Leggett & Platt, Incorporated, a Missouri
corporation (the “ Company ”), and David S.
Haffner (the “ Executive ”).
RECITALS
The Company desires that the
Executive remain in the employment of the Company. Accordingly, the
Compensation Committee (the “ Compensation Committee
”) of the Board of Directors (the “ Board
”) has recommended the execution of this Agreement and the
Board has authorized the execution of the same. This Agreement
supersedes the Employment Agreement between the Company and the
Executive dated May 10, 2006.
AGREEMENT
NOW THEREFORE, for good and valuable
consideration, the Company and the Executive agree as
follows:
The Company hereby confirms its
employment of the Executive as its Chief Executive Officer and
President, and the Executive hereby confirms his employment in that
capacity.
The Executive’s employment
under this Agreement is subject to the terms and conditions set out
below and will be carried out in Carthage, Missouri, at the
Company’s principal executive offices. However, the Executive
acknowledges that the nature of his employment may require
reasonable domestic and international travel from time to
time.
The term of this Agreement shall
commence on May 7, 2009 and shall end on the date of the
Annual Meeting of Shareholders in 2013 (the “ Term
”), unless terminated earlier in accordance with the
provisions of this Agreement.
This Agreement may be terminated
prior to expiration of the Term only by reason of any of the
following:
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(a)
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by the
Executive upon one year prior written notice;
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(b)
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in accordance
with the Amended and Restated Severance Benefit Agreement between
the Company and the Executive dated as of May 7, 2009, as
amended from time to time (the “ Severance Benefit
Agreement ”);
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(c)
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in accordance
with Section 6 hereof, upon the Executive’s Total
Disability (as defined below);
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(d)
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by the
Executive pursuant to Section 7 hereof;
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(e)
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by the Company
pursuant to Section 8 hereof; or
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(f)
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automatically
upon the death of the Executive.
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The Executive shall devote his full
business time to the affairs of the Company. However, this shall
not be deemed to prevent the Executive from devoting such time
(which shall not be substantial in the aggregate) to personal
business interests that do not unreasonably interfere with the
performance of the Executive’s duties hereunder.
The Executive shall use his best
efforts, skills and abilities to promote the Company’s
interests. The Executive shall serve as director if nominated by
the Nominating & Corporate Governance Committee (“
N&CG Committee ”) and if so elected by the
shareholders of the Company; provided, however, the N&CG
Committee will not nominate the Executive if such nomination would
violate the rules or regulations of the Securities and Exchange
Commission or the New York Stock Exchange. The Executive shall
perform such duties at the CEO/President level or above assigned to
him by the Board.
The Executive shall be paid a base
salary at an annual rate of $900,000. Beginning on or about
April 1, 2010 and in each successive year during the Term, the
Compensation Committee shall appraise the Executive’s
performance during the previous calendar year, taking into account
such factors as it deems appropriate. As a result of such
appraisal, the then annual base salary of the Executive may be
increased (but shall not be decreased) by such amount as the
Compensation Committee determines in its discretion; provided,
however, a reduction in the Executive’s base salary may be
permitted to align with a broad-based salary reduction at the
Company applicable for such year.
The Executive’s base salary
shall be paid in equal bi-weekly installments, unless the Executive
elects to defer all or a portion of the base salary under one or
more programs offered by the Company.
All salary increases under this
section will be made as of the beginning of the first payroll
period in which the Company’s other salaried employees
generally receive merit related annual salary
adjustments.
2
During the Term, the Executive shall
be entitled to earn a cash bonus computed in accordance with the
Key Officers Incentive Plan, as amended from time to time, or such
other annual incentive plan as the Compensation Committee may
establish for which the Executive is eligible (the “
Incentive Plan ”). The amount of the Executive’s
bonus shall be determined by applying an award formula approved by
the Compensation Committee to a percentage of Executive’s
annual salary on December 31 of each year (“ Target
Percentage ”). The Executive’s target percentage is
80%. The Compensation Committee shall be entitled to amend or
supplement the Incentive Plan, the award formula, and the Target
Percentage from time to time.
If the Executive’s employment
under this Agreement is terminated before December 31 of any
year, the Executive shall receive a prorated bonus for the year of
termination when bonuses are paid under the terms of the Incentive
Plan. This prorated bonus shall bear the same ratio to the actual
bonus the Executive would have earned with respect to the year
under the Incentive Plan as the number of days this Agreement is in
force during such year bears to 365.
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4.3
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Restricted Stock Unit Grant
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The Executive shall be granted a
restricted stock unit award in the amount of 140,000 shares (the
“ RSUs ”), which RSUs shall vest 25% on the date
of this Agreement and 25% each on the first, second and third
anniversaries of the date of this Agreement. The vesting of any
tranche of the RSUs shall be conditioned upon the Executive’s
continued employment by the Company through the applicable
anniversary date, except for the accelerated vesting provided in
Section 8.2 and under the terms of the RSU agreement;
provided, however that such accelerated vesting shall not
accelerate the date that shares of Company stock are issued
pursuant to the RSU award. The Executive will not have the rights
of a shareholder, including voting and dividend rights, with
respect to the RSUs until the underlying shares are issued. The
RSUs shall be issued pursuant to the Company’s Flexible Stock
Plan.
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4.4
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Vacations; Other Benefits
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The Executive shall be entitled to a
reasonable annual vacation (not less than an aggregate of four
weeks in any calendar year) with full pay, benefits and
allowances.
In addition to the salary, bonus and
other payments to be made under this Agreement, the Executive shall
be entitled to participate (to the extent legally permitted) in any
insurance, pension, profit sharing, stock bonus, stock option,
performance stock or stock unit, restricted stock or stock unit,
stock purchase or other benefit plan of the Company now existing or
hereafter adopted for the benefit of executive officers of the
Company or the employees of the Company generally.
At the Company’s expense, the
Company shall provide office space, secretarial assistance,
supplies and equipment fully adequate to enable the Executive to
perform the services contemplated by this Agreement and at least
comparable to that being provided to the Executive on the date
hereof.
3
The Company shall provide the
Executive with appropriate perquisites at least equal to such
perquisites as are generally made available from time to time to
the Company’s other senior executive officers.
In addition to the payments provided
for in this Section 4 and elsewhere in this Agreement, the
Company may from time to time pay the Executive as a salary
increase, a bonus or otherwise, such additional amounts as the
Compensation Committee shall, in its discretion,
determine.
Notwithstanding anything in this
Agreement, the Executive acknowledges and agrees that the benefits
and compensation the Company has agreed to provide under this
Agreement are subject to the terms and conditions of the
Company’s plans, including, without limitation, the Flexible
Stock Plan, Performance Stock Unit Awards, the Key Officer
Incentive Plan, Stock Option Grants, and the Severance Benefit
Agreement (as amended from time to time), which may include
clawbacks requiring the forfeiture or repayment of benefits and
compensation under certain conditions.
The Company shall pay or reimburse
the Executive for all transportation, lodging, meals and related
expenses incurred by the Executive on business trip