Exhibit 10.24
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT between AptarGroup, Inc., a Delaware corporation (the
“Company”), and Eric Ruskoski (the
“Executive”) is entered into on December 1, 2003.
In consideration of the covenants contained herein, the parties
agree as follows:
1.
Employment . The Company shall employ the Executive, and the
Executive agrees to be employed by the Company, upon the terms and
subject to the conditions set forth herein for the period beginning
on December 1, 2003 and ending on December 1, 2006,
unless earlier terminated pursuant to Section 4 hereof;
provided , however , that such term shall
automatically be extended as of each December 1, commencing
December 1, 2004, for one additional year unless either the
Company or the Executive shall have terminated this automatic
extension provision by written notice to the other party at least
30 days prior to the automatic extension date; and provided
further that in no event shall such term extend beyond
December 1, 2013. The term of employment in effect from time
to time hereunder is hereinafter called the “Employment
Period.”
2.
Position and Duties . During the Employment Period, the
Executive shall serve as the President of Seaquist Closures or in
such other executive position as determined by the Chief Executive
Officer of the Company (the “Company CEO”) and shall
have the normal duties, responsibilities and authority of an
executive serving in such position, subject to the direction of the
Company CEO. The Executive shall have the title of President or
such other title denoting an executive office as determined by the
Company CEO and shall report to the Company CEO or such other
executive officer of the Company as determined by the Company CEO.
During the Employment Period, the Executive shall devote his best
efforts and his full business time to the business and affairs of
the Company.
3.
Compensation and Benefits . The Company shall pay the
Executive a salary during the Employment Period, in monthly
installments, initially at the rate of $302,000 per annum. The
Company CEO may, in his sole discretion (i) increase (but not
decrease) such salary from time to time and (ii) award a bonus
to the Executive for any calendar year during the Employment
Period.
(b) The
Company shall reimburse the Executive for all reasonable expenses
incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company’s policies in
effect from time to time.
(c) During
the Employment Period, the Executive shall be entitled to
participate in the Company’s executive benefit programs on
the same basis as other executives of the Company having the same
level of responsibility, which programs consist of those benefits
(including insurance, vacation, company car or car allowance and/or
other benefits) for which substantially all of the executives of
the Company are from time to time generally eligible, as determined
from time to time by the Board of Directors of the Company (the
“Board”).
(d) In
addition to participation in the Company’s executive benefit
programs pursuant to Section 3(c), the Executive shall be
entitled during the Employment Period to:
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(i)
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additional term life insurance
coverage in an amount equal to the Executive’s salary, but
only if and so long as such additional coverage is available at
standard rates from the insurer providing term life insurance
coverage under the executive benefit programs or a comparable
insurer acceptable to the Company; provided, that if the Executive
is not participating in such additional life insurance coverage and
if the Employment Period ends on account of the Executive’s
death, the Company shall pay to the Executive’s estate (or
such person or persons as the Executive may designate in a written
instrument signed by him and delivered to the Company prior to his
death) amounts equal to one-half of the amounts the Executive would
have received as salary (based on the Executive’s salary then
in effect) had the Employment Period remained in effect until the
second anniversary of the date of the Executive’s death, at
the times such amounts would have been paid.
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(ii)
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supplementary long-term disability
coverage in an amount which will increase maximum covered annual
compensation to 66 2/3% of the executive’s annual salary; but
only if and so long as supplementary coverage is available at
standard rates from the insurer providing long-term disability
coverage under the executive benefit program or a comparable
insurer acceptable to the Company.
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4.
Termination of Employment . The Employment Period shall end
upon the first to occur of: (i) the expiration of the term of
this Agreement pursuant to Section 1 hereof,
(ii) retirement of the Executive (“Retirement”),
(iii) termination of the Executive’s employment by the
Company on account of the Executive’s having become unable
(as determined by the Board in good faith) to regularly perform his
duties hereunder by reason of illness or incapacity for a period of
more than six consecutive months (“Termination for
Disability”), (iv) termination of the Executive’s
employment by the Company for Cause (“Termination for
Cause”), (v) termination of the executive’s
employment by the Company other than a Termination for Disability
or a Termination for Cause (“Termination Without
Cause”), (vi) the Executive’s death or (vii)
termination of the Executive’s employment by the Executive
for any reason following written notice to the Company at least
90 days prior to the date of such termination
(“Termination by the Executive”).
(b) For
purposes of this Agreement, “Cause” shall mean
(i) the commission of a felony involving moral turpitude,
(ii) the commission of a fraud, (iii) the commission of any
act involving dishonesty with respect to the Company or any of its
subsidiaries or affiliates, (iv) gross negligence or willful
misconduct with respect to the Company or any of its subsidiaries
or affiliates, (v) breach of any provision of Section 5
or Section 6 hereof or (vi) any other breach of this
Agreement which is material and which is not cured within
30 days following written notice thereof to the Executive by
the Company.
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(c) If
the Employment Period ends for any reason set forth in Section
4(a), except as otherwise provided in this Section 4, the
Executive shall cease to have any rights to salary, bonus (if any)
or benefits hereunder, other than (i) any unpaid salary
accrued through the date of such termination, (ii) any bonus
payable, but only if such termination occurs during the third or
fourth quarter of the Company’s fiscal year, such bonus to be
prorated in accordance with Company policy, (iii) any unpaid
expenses which shall have been incurred as of the date of such
termination and (iv) to the extent provided in any benefit
plan in which the Executive has participated, any plan benefits
which by their terms extend beyond termination of the
Executive’s employment. Notwithstanding the foregoing, if the
Employment Period ends on account of Termination by the Executive
other than for Good Reason (as defined in Section 4(i) hereof)
pursuant to Section 4(h) hereof or Termination for Cause, the
Executive shall not be entitled to any unpaid bonus accrued through
the date of such termination.
(d) If
the Employment Period ends on account of Retirement, the Company
shall make no payments to the Executive other than as provided in
Section 4(c) hereof.
(e) If
the Employment Period ends on account of Termination for
Disability, in addition to the amounts described in Section 4(c)
hereof, the Executive shall receive the disability benefits to
which he is entitled under any disability benefit plan in which the
Executive has participated as an employee of the
Company.
(f) If
the Employment Period ends on account of the Executive’s
death, the Company shall pay to the Executive’s estate (or
such person or persons as the Executive may designate in a written
instrument signed by him and delivered to the Company prior to his
death) amounts equal to one-half of the amounts the Executive would
have received as salary (based on the Executive’s salary then
in effect) had the Employment Period remained in effect until the
second anniversary of the date of the Executive’s death, at
the times such amounts would have been paid.
(g) If
the Employment Period ends on account of Termination without Cause,
in addition to the amounts described in Section 4(c) hereof, the
Company shall pay to the Executive amounts equal to the amounts the
Executive would have received as salary (based on the
Executive’s salary then in effect) had the Employment Period
remained in effect until the date on which (without any extension
thereof, or, if previously extended, without any further extension
thereof) it was then scheduled to end, at the times such amounts
would have been paid, less any payments to which the Executive
shall be entitled during such salary continuation period under any
disability benefit plan in which the Executive has participated as
an employee of the Company; provided , however , that
in the event of the Executive’s death during the salary
continuation period, the Company shall pay to the Executive’s
estate (or such person or persons as the Executive may designate in
a written instrument signed by him and delivered to the Company
prior to his death) amounts during the remainder of the salary
continuation period equal to one-half of the amounts which would
have been paid to the Executive but for his death. It is expressly
understood that the Company’s payment obligations under this
Section 4(g) shall cease in the event the Executive shall breach
any provision of Section 5 or Section 6
hereof.
(h) Notwithstanding
the foregoing provisions of this Section 4, in the event of a
Change in Control (as defined in Appendix A hereto), the
employment of the Executive
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hereunder shall not be terminated
by the Company or any successor to the Company within two years
following such Change in Control unless the Executive receives
written notice of such termination from the Company or such
successor at least 30 days prior to the date of such
termination. In the event of such termination of employment by the
Company or such successor other than a Termination for Cause,
Retirement, a Termination for Disability or due to the
Executive’s death (in which case the provisions of
Section 4(c), 4(d), 4(e) or 4(f), as the case may be, shall
apply), within two years following a Change in Control, or in the
event that the Executive terminates his employment hereunder for
Good Reason (as defined in Section 4(i) hereof) within two years
following a Change in Control:
(1) the
Company shall pay to the Executive within 30 days following
the date of termination, in addition to the amounts and benefits
described in Sections 4(c)(i), (iii) and
(iv) hereof:
(A) a
cash amount equal to the sum of (i) the Executive’s
annual bonus in an amount at least equal to the highest annualized
(for any fiscal year consisting of less than 12 full months or with
respect to which the Executive has been employed by the Company for
less than 12 full months) bonus paid or payable, including by
reason of any deferral, to the Executive by the Company and its
affiliated companies in respect of the three fiscal years of the
Company (or such portion thereof during which the Executive
performed services for the Company if the Executive shall have been
employed by the Company for less than such three fiscal year
period) immediately preceding the fiscal year in which the Change
in Control occurs, multiplied by a fraction, the numerator of which
is the number of days in the fiscal year in which the Change in
Control occurs through the date of termination and the denominator
of which is 365 or 366, as applicable, and (ii) any
compensation previously deferred by the Executive (together with
any interest and earnings thereon) and any accrued vacation pay, in
each case to the extent not theretofore paid; plus
(B) a
lump-sum cash amount (subject to any applicable payroll or other
taxes required to be withheld) in an amount equal to (i) two
(2) times the Executive’s highest annual base salary
from the Company and its affiliated companies in effect during the
12-month period prior to the date of termination, plus
(ii) two (2) times the Executive’s highest
annualized (for any fiscal year consisting of less than 12 full
months or with respect to which the Executive has been employed by
the Company for less than 12 full months) bonus, paid or payable,
including by reason of any deferral, to the Executive by the
Company and its affiliated companies in respect of the three fiscal
years of the Company (or such portion thereof during which the
Executive performed services for the Company if the Executive shall
have been employed by the Company for less than such three fiscal
year period) immediately preceding the fiscal year in which the
Change in Control occurs; provided , however , that
any amount paid pursuant to this Section 4(h)(1)(B) shall be paid
in lieu of any other amount of severance relating to salary or
bonus continuation to be received by the Executive upon termination
of employment of the Executive under any severance plan, policy or
arrangement of the Company; and
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(2) for
a period of two years commencing on the date of termination, the
Company shall continue to keep in full force and effect all
policies of medical, disability and life insurance with respect to
the Executive and his dependents with the same level of coverage,
upon the same terms and otherwise to the same extent as such
policies shall have been in effect immediately prior to the date of
termination or, if more favorable to the Executive, as provided
generally with respect to other peer executives of the Company, and
the Company and the Executive shall share the costs of the
continuation of such insurance coverage in the same proportion as
such costs were shared immediately prior to the date of
termination.
The Executive agrees that he
shall not terminate his employment hereunder, other than for Good
Reason, within one year following a Change in Control unless the
Company or any successor to the Company receives written notice of
such termination from the Executive at least six months prior to
the date of such termination.
(i) For
purposes of this Agreement “Good Reason” shall mean
(x) a reduction by the Company in the Executive’s rate
of annual salary in effect immediately prior to the Change in
Control, (y) a material reduction in any benefit afforded to
the Executive pursuant to any benefit plan of the Company in effect
immediately prior to the Change in Control, unless all comparable
executives of the Company suffer a substantially similar reduction
or (z) the relocation of the Executive’s office to a
location more than 60 miles from his current office.
(j) Notwithstanding
anything in this Agreement to the contrary, in the event it shall
be determined that any payment or distribution by the Company or
its affiliated companies to or for the benefit of the Executive
(whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 4(j)
or Appendix B hereto) (a “Payment”) would be
subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the “Code”),
or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as
the “Excise Tax”), then the Executive shall be entitled
to receive an additional payment (a “Gross-Up Payment”)
in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payme
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