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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: LEGGETT & PLATT, INCORPORATED You are currently viewing:
This Employment Agreement involves

LEGGETT & PLATT, INCORPORATED

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Title: EMPLOYMENT AGREEMENT
Governing Law: Missouri     Date: 5/8/2009
Industry: Furniture and Fixtures     Sector: Consumer Cyclical

EMPLOYMENT AGREEMENT, Parties: leggett & platt  incorporated
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EXHIBIT 10.2

EMPLOYMENT AGREEMENT

BETWEEN

KARL G. GLASSMAN AND

LEGGETT & PLATT, INCORPORATED

 

1.

 

Employment

  

1

2.

 

Term

  

1

 

2.1

  

Term

  

1

 

2.2

  

Early Termination

  

1

3.

 

Duties and Authority

  

2

4.

 

Compensation

  

2

 

4.1

  

Base Salary

  

2

 

4.2

  

Annual Cash Bonus

  

3

 

4.3

  

Restricted Stock Unit Grant

  

3

 

4.4

  

Vacations; Other Benefits

  

3

 

4.5

  

Clawbacks

  

4

5.

 

Expenses

  

4

6.

 

Disability

  

4

 

6.1

  

Definition of “Total Disability”

  

4

 

6.2

  

Offset Payments

  

4

7.

 

Executive’s Option to Terminate Agreement

  

5

8.

 

Termination by the Company

  

5

 

8.1

  

Termination For Cause

  

5

 

8.2

  

Termination Without Cause

  

6

9.

 

Effect of Termination

  

8

10.

 

Confidential Information

  

8

11.

 

Non-Compete

  

8

12.

 

Code Section 409A

  

9

13.

 

Nonassignability

  

9

14.

 

Miscellaneous

  

9

 

14.1

  

Waivers

  

9

 

14.2

  

Notices

  

9

 

14.3

  

Survival of Provisions

  

10

 

14.4

  

Enforceability

  

10

 

14.5

  

Entire Agreement

  

10

 

14.6

  

Governing Law

  

10


EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made as of May 7, 2009 between Leggett & Platt, Incorporated, a Missouri corporation (the “ Company ”), and Karl G. Glassman (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:

 

 

1.

Employment

The Company hereby confirms its employment of the Executive as its Chief Operating Officer and Executive Vice President, and the Executive hereby confirms his employment in that capacity. Executive will also serve the Company in such other executive capacities, at the Executive Vice President level or above, as may be determined by the Board from time to time.

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.

 

 

2.

Term

 

 

2.1

Term

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.

 

 

2.2

Early Termination

This Agreement may be terminated prior to expiration of the Term only by reason of any of the following:

 

 

(a)

by the Executive upon one year prior written notice;

 

 

(b)

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 ”);

 

1


 

(c)

in accordance with Section 6 hereof, upon the Executive’s Total Disability (as defined below);

 

 

(d)

by the Executive pursuant to Section 7 hereof;

 

 

(e)

by the Company pursuant to Section 8 hereof; or

 

 

(f)

automatically upon the death of the Executive.

 

 

3.

Duties and Authority

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 Executive Vice President level or above assigned to him by the Board, the Chief Executive Officer, or the President. The Executive shall report to the Chief Executive Officer of the Company.

 

 

4.

Compensation

 

 

4.1

Base Salary

The Executive shall be paid a base salary at an annual rate of $675,000. 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


 

4.2

Annual Cash Bonus

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 70%. 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.

 

 

4.3

Restricted Stock Unit Grant

The Executive shall be granted a restricted stock unit award in the amount of 110,000 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.

 

 

4.4

Vacations; Other Benefits

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.

 

 

4.5

Clawbacks

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, a


 
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