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Exhibit 10.11
NORCRAFT COMPANIES, L.P.
3020 Denmark Avenue, Suite 100
Eagan, MN 55121
October 21, 2003
John Swedeen
1001 East 63rd Street
Sioux Falls, SD 57108
Dear John:
I am pleased to
confirm our offer and your acceptance for you to continue
your employment with Norcraft Companies,
L.P., formerly known as Norcraft
Companies, L.L.C. (the "Company"). This
letter will set forth the terms of the
employment agreement between you and the
Company.
1. Effective
Date; Term. The "Effective Date" of this Agreement is the date
hereof. Unless earlier terminated pursuant
to Section 5, the term of your
employment shall continue until December
31, 2004. Thereafter, the employment
term shall be automatically extended for
consecutive one-year periods unless
either you or the Company declines to
extend the employment term no later than
forty five (45) days prior to the
expiration of such term.
2. Duties, etc.
You will continue your employment as the President of
StarMark. In this capacity, you will be one
of the highest ranking management
personnel of the Company. In addition, you
will serve without additional
compensation as an officer of any of the
Company's affiliates, as designated by
the General Partner of the Company, unless
such designation materially increases
your responsibilities. You will be
accountable to, and will also have such
powers, duties and responsibilities as may
from time to time be prescribed by
the Chief Executive Officer of the Company
or such other officer designated by
him or the General Partner of the Company,
provided that such duties and
responsibilities are consistent with your
position. You will perform and
discharge your duties and responsibilities
faithfully, diligently and to the
best of your ability. You will devote
substantially all of your working time and
efforts to the business and affairs of the
Company.
3. Cash
Compensation. During the term of your employment, the Company
will
pay you base salary at the base salary of
$215,000.00. You will continue to be
eligible for an annual bonus for 2003
pursuant to the bonus plans in place on
the date hereof, and the Board of
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Managers of the General Partner of the
Company will determine bonus plans for
future years after completing an assessment
of business objectives and existing
plans. All payments under this section or
any other section of this letter
agreement will be made in accordance with
the regular payroll practices of the
Company, reduced by applicable
withholding.
4. Benefits. You
will continue to be eligible to participate in all
benefits and welfare plans in which you
currently participate on the date
hereof. The Board of Managers of the
General Partner of the Company will
undertake a review of all benefit and
welfare plans and may modify the existing
package of plans or adopt new plans after
completing its assessment, with the
intent of retaining a level of overall
benefits substantially similar to those
currently in place.
5. Termination
of Employment. Your employment under this Agreement shall be
for the term set forth in Section 1 hereof,
except as provided below. You or the
Company may terminate your employment prior
to the end of this term, as set
forth in this Section, subject to
applicable statutory and common law
restrictions. The parties' rights and
duties in the event of a termination of
employment will be as set forth below.
If (x) the
Company terminates your employment other than for Cause (as
defined below) or (y) you terminate your
employment for Good Reason (defined
below), the Company will, in lieu of any
other payments or benefits hereunder or
otherwise (except for payment of base
salary through the Date of Termination, at
the rate then in effect, plus benefits
accrued pursuant to Section 4 above),
continue to pay your base salary at the
rate in effect on the Date of
Termination (as defined below) and continue
to provide or cause to be provided
health, life and disability insurance
benefits to the extent permitted under
such plans through December 31, 2004
(subject to a minimum total payment equal
to three months' base salary) and the
pro-rated portion of any bonus accrued
with respect to your period of employment
(payable when such bonus ordinarily
would have been paid); provided that you
make such affirmative COBRA or other
elections as are required for such benefits
to continue. Any payments under this
Section 5 shall be made in accordance with
the Company's standard practices and
shall be dependent upon your performance of
the obligations under this letter.
If your
employment terminates for any other reason, the Company will,
in
lieu of any other payments hereunder or
otherwise, continue to pay your base
salary through the Date of Termination, at
the rate then in effect, plus
benefits accrued pursuant to Section 4
above.
For purposes
of
