Exhibit 10.14
EXECUTION COPY
EMPLOYMENT
AGREEMENT
(Jeffrey M.
Greene)
EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of October 17, 2005 (the
(“Effective Date”) by and between Consolidated
Container Company LLC (the “Company”) and Jeffrey M.
Greene (the “Executive”).
The Company desires to employ
Executive and to enter into an agreement embodying the terms of
such employment;
Executive desires to accept such
employment and enter into such an agreement;
In consideration of the premises and
mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:
1. Term of Employment .
Subject to the provisions of Section 9 of this Agreement,
Executive shall be employed by the Company for a period commencing
on the Effective Date and ending on the third anniversary of the
Effective Date unless earlier terminated in accordance with the
terms and subject to the conditions set forth in this Agreement
(the “Employment Term”); provided ,
however , that commencing with October 17, 2008 and on
each October 17 thereafter (each an “Extension
Date”), the Employment Term shall be automatically extended
for an additional one-year period, unless the Company or Executive
provides the other party hereto 60 days prior written notice before
the next Extension Date that the Employment Term shall not be so
extended.
2. Position .
a. During the Employment Term,
Executive shall serve as the Company’s President and Chief
Executive Officer. In such position, Executive shall have such
duties and authority as the Management Committee of the Company
(the “Management Committee”) shall determine from time
to time, but which duties and authority shall be consistent with
that of a president and chief executive officer of a company of
similar size and nature to the Company. Executive shall also serve
as a member of the Management Committee of the Company, the
Management Committee of its holding company, Consolidated Container
Holdings LLC, and the Board of Directors of any of the
Company’s subsidiaries, as applicable, without additional
compensation.
b. During the Employment Term,
Executive will devote Executive’s full business time and best
efforts to the performance of Executive’s duties hereunder
and will not engage in any other business, profession or occupation
for compensation or otherwise which would conflict or interfere
with the rendition of such services either directly or indirectly,
without the prior written consent of the Management Committee;
provided , however , that nothing herein shall
preclude Executive, subject to the prior approval of the Management
Committee, from accepting appointment to or continue to serve on
any Management Committee of directors or trustees of any business
corporation or any charitable organization; provided ,
however , in each case, and in the aggregate, that such
activities do not conflict or interfere in any material respect
with the performance of Executive’s duties hereunder or
conflict with Section 10.
3. Base Salary . From the
Effective Date through December 31, 2006, the Company shall
pay Executive a base salary at the annual rate of $500,000, payable
in regular installments in accordance with the Company’s
usual payment practices. Executive’s base salary shall be
reviewed annually beginning on January 1, 2007, and Executive
shall be entitled to an increase of no less than 4% annually in
Executive’s base salary, as may be determined in the sole
discretion of the Management Committee. Executive’s annual
base salary, as in effect from time to time, is hereinafter
referred to as the “Base Salary.”
4. Annual Bonus . With
respect to each full fiscal year during the Employment Term (which
fiscal year shall be the twelve-month period ending
December 31 in each calendar year beginning with calendar year
2005), Executive shall be eligible to earn an annual bonus award
(an “Annual Bonus”) in such amount, if any, as
determined in the sole discretion of the Management Committee, with
a target Annual Bonus of 70% of Executive’s Base Salary
effective as of the commencement of the fiscal year (the
“Target”) based upon the achievement of performance
goals established by the Management Committee.
5. Equity Arrangements . As
soon as practicable following the Effective Date, Executive shall
be entitled to a grant, pursuant to the 2004 Consolidated Container
Holdings LLC Long Term Incentive Plan (the “LTIP”), of
twenty (20) LTIP-B Units (as defined in the
“LTIP”) in addition to previous grants under the LTIP.
The Award (as defined in the LTIP) shall be granted pursuant to the
LTIP and the Award of LTIP Units Pursuant to the 2004 Consolidated
Container Holdings LLC Long Term Incentive Plan. In addition, as
soon as practicable following the Effective Date, Executive shall
be entitled to the grant of an option to purchase 4,080,000 units
(in addition to previous grants of options to purchase an aggregate
of 1,920,000 units) of member interests in the Company’s
parent company, Consolidated Container Holdings LLC
(“Holdings”) (the “Units”) at an exercise
price of $0.05 per Unit. The Option shall be granted pursuant to
the Second Amended and Restated Consolidated Container Holdings LLC
1999 Unit Option Plan (the “Option Plan”), the 2005
Consolidated Container Holdings LLC Unit Option Agreement (the
“Option Agreement”), and the Special Unit Acquisition,
Ownership and Redemption Agreement (the “Unit Acquisition
Agreement”) and will be subject to additional terms and
conditions as will be set forth in the Option Plan, Option
Agreement, and Unit Acquisition Agreement, as well as the following
terms.
a. Executive will become vested with
respect to 20% of the Option on the January 1, 2007, and with
respect to 20% of the Option on each anniversary
thereafter.
b. Upon a Sale of the Company (as
defined in Section 2 of the Option Agreement) prior to the
fifth anniversary of the Effective Date, 100% of the unvested
shares subject to the Option and the unvested Restricted Units
shall vest on the effective date of the Sale of the
Company.
6. Employee Benefits . While
employed, Executive shall be entitled to participate in the
Company’s employee benefit plans (other than annual bonus and
incentive plans not described in Section 4) as in effect from
time to time (collectively “Employee Benefits”), on the
same basis as those benefits are generally made available to other
senior executives of the Company. Set forth on Exhibit A hereto are
those additional benefits that Executive and the Company have
agreed upon.
7. Relocation Expenses
.
a. Bridge Loan . Company will
grant a loan in the amount of $150,000 to Executive as of
December 1, 2005, as a bridge from the time Executive
purchases a new home in or near Atlanta, Georgia, to the time
Executive sells his home in Spartanburg, South Carolina (the
“Current Home”). The parties will enter into a
Promissory Note in a form substantially similar to Exhibit B
attached hereto. The Note will provide for, among other things,
(i) repayment within the earlier of 18 months or immediately
following the sale of Executive’s Current Home and
(ii) interest that will accrue at a rate of 5% per
annum.
b. Living Allowance . Company
will pay Executive a living allowance of $5,000 per month (net of
taxes) for a period ending on the earlier of the anniversary of the
Effective Date or the date on which Executive sells his Current
Home.
c. Miscellaneous . Company
will provide Executive with Company’s standard relocation
package and will pay Executive one-twelfth of Base Salary to cover
miscellaneous relocation expenses.
8. Business Expenses . While
Executive is employed, the Company shall reimburse Executive in
accordance with Company policies for reasonable business expenses
incurred by Executive in the performance of Executive’s
duties hereunder.
9. Termination . The
Employment Term and Executive’s employment hereunder may be
terminated by either party at any time and for any reason; provided
that Executive will be required to give the Company at least 60
days advance written notice of any resignation of Executive’s
employment. Any purported termination of employment by the Company
or by Executive (other than due to Executive’s death) shall
be communicated by written Notice of Termination to the other party
hereto in accordance with Section 13(h) hereof. For purposes
of this Agreement, a “Notice of Termination” shall mean
a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.
Notwithstanding any other provision of this Agreement, the
provisions of this Section 9 shall exclusively govern
Executive’s rights upon termination of employment with the
Company and its affiliates.
a. By the Company For Cause or By
Executive Resignation Without Good Reason .
(i) The Employment Term and
Executive’s employment hereunder may be terminated by the
Company for Cause (as defined below) and shall terminate
automatically upon Executive’s resignation without Good
Reason (as defined in Section 9(c)).
(ii) For purposes of this Agreement,
“Cause” shall mean (A) Executive’s continued
failure substantially to perform Executive’s duties hereunder
(other than as a result of total or partial incapacity due to
physical or mental illness) for a period of 10 days following
written notice by the Company to Executive of such failure,
(B) dishonesty in the performance of Executive’s duties
hereunder, (C) Executive’s conviction of, or plea of
nolo contendere to, a crime constituting (x) a
felony under the laws of the United States or any state thereof or
(y) a misdemeanor involving moral turpitude (not including
routine traffic violations), (D) Executive’s willful
malfeasance or willful misconduct in connection with
Executive’s duties hereunder or any other similar act or
omission
which is materially injurious to the
financial condition or business reputation of the Company or any of
its subsidiaries or affiliates or (E) Executive’s breach
of the provisions of Sections 10 or 11 of this
Agreement.
(iii) If Executive’s
employment is terminated by the Company for Cause, or if Executive
resigns without Good Reason, Executive shall be entitled to
receive:
(A) the Base Salary through the date
of termination;
(B) any Annual Bonus earned but
unpaid as of the date of termination for any previously completed
fiscal year;
(C) reimbursement for any
unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of
Executive’s termination; and
(D) such Employee Benefits, if any,
as to which Executive may be entitled under the employee benefit
plans of the Company (the amounts described in clauses
(A) through (D) hereof being referred to as the
“Accrued Rights”).
Following such termination of
Executive’s employment by the Company for Cause or
resignation by Executive without Good Reason, except as set forth
in this Section 9(a)(iii), Executive shall have no further
rights to any compensation or any other benefits under this
Agreement.
b. Disability or Death
.
(i) The Employment Term and
Executive’s employment hereunder shall terminate upon
Executive’s death and may be terminated by the Company if
Executive becomes physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months or
for an aggregate of nine (9) months in any twenty-four
(24) consecutive month period to perform Executive’s
duties (such incapacity is hereinafter referred to as
“Disability”). Any question as to the existence of the
Disability of Executive as to which Executive and the Company
cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the
Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability
made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement.
(ii) Upon termination of
Executive’s employment hereunder for either Disability or
death, Executive or Executive’s estate (as the case may be)
shall be entitled to receive the Accrued Rights. In addition,
Executive shall be entitled to receive a pro rata portion of any
Annual Bonus, if any, that Executive would have been entitled to
receive pursuant to Section 4 hereof in such year based upon
the percentage of the fiscal year that shall have elapsed through
the date of Executive’s termination of employment, payable
when such Annual Bonus would have otherwise been payable had
Executive’s employment not terminated, based on the Target
for the fiscal year in which termination occurs. Following
Executive
