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Exhibit 10.8
CONTRACT COMPLETION AGREEMENT
CONTRACT COMPLETION AGREEMENT dated as of June 1, 2003 between
Merisant Company, a Delaware corporation
(the "Company"), and Arnold W. Donald
("Donald").
WHEREAS, the Company is engaged in the business of developing,
manufacturing, marketing, distributing and
selling tabletop sweetener products
to consumer end-users and establishments
serving or selling such products to
consumer end-users;
WHEREAS, Donald was previously employed by the Company as its
Chairman
and Chief Executive Officer under an
Employment Agreement dated as of March 17,
2000 (the "Employment Agreement");
WHEREAS, the
objectives of the Employment Agreement have been
accomplished;
WHEREAS, the parties desire to terminate the Employment Agreement
and
provide for the satisfaction of their
respective remaining obligations
thereunder, upon the terms and subject to
the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties
hereby agree as follows:
1.
TERMINATION OF EMPLOYMENT AGREEMENT
The Employment Agreement is terminated effective as of May 31,
2003.
2.
COMPENSATION AND BENEFITS
(a) DEFERRED COMPENSATION. Donald shall be entitled to receive
the
remaining deferred compensation payments
(the "Deferred Compensation") pursuant
to the obligation that was assumed from
Monsanto in the following amounts to
correspond with the end of the calendar
years immediately preceding the payment
dates noted:
(1)
$535,000 payable on or before the date during each of
2004 and 2005 on which the Company pays any annual bonus
for the preceding year to its executive officers; and
(2)
$1,000,000 payable on or before the date during each of
2006, 2007, 2008, 2009 and 2010 on which the Company
pays any annual bonus for the preceding year to its
executive officers.
In the event that any Deferred Compensation amount referenced
in
Sections 2(a)(1) or 2(a)(2) above is not
paid on or before January 31 of the
applicable year, whether or not annual
bonuses for the preceding year are paid
to executive officers on or before such
date, such
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Deferred Compensation amounts shall accrue
interest at the prime rate referenced
in The Wall Street Journal (Central
Edition), as that rate may vary from time to
time, or if that rate is no longer
published, a comparable rate, from and
including February 1 of the applicable year
until such amount (plus any such
accrued interest) is paid.
(b) DEFERRED PAYMENTS. Donald shall be entitled to receive
deferred
payments (the "Deferred Payments") in
settlement of the Company's obligations
under the Employment Agreement, in the
following amounts:
(1)
$1,500,000 payable in 24 equal monthly installments of
$62,500 at the end of each of the first 24 months
beginning on or after June 1, 2003, or upon a "Change in
Control" (defined below), whichever is earlier; and
(2)
$1,500,000 payable on June 1, 2006, or upon a "Change in
Control" (defined below), whichever is earlier.
"Change in Control" means:
(I) acquisition by any individual, entity or group (a
"PERSON"),
including any "person" within the meaning
of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended
("Exchange Act"), of beneficial
ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act,
of more than 50 percent of either (i) the
then outstanding shares of common
stock of Tabletop Holdings, Inc. (the
"OUTSTANDING COMMON STOCK") or (ii) the
combined voting power of the then
outstanding securities of Tabletop Holdings,
Inc. entitled to vote generally in the
election of directors (the "OUTSTANDING
VOTING SECURITIES"); excluding, however,
the following: (A) any acquisition
directly from Tabletop Holdings, Inc.
(excluding any acquisition resulting from
the exercise of an exercise, conversion or
exchange privilege unless the
security being so exercised, converted or
exchanged was acquired directly from
Tabletop Holdings, Inc.), (B) any
acquisition by Tabletop Holdings, Inc., (C)
any acquisition by an employee benefit plan
(or related trust) sponsored or
maintained by Tabletop Holdings, Inc. or
any corporation controlled by Tabletop
Holdings, Inc. or (D) any acquisition by
any corporation pursuant to a
transaction which complies with clauses
(i), (ii) and (iii) of subsection (III)
of this definition; provided further, that
for purposes of clause (B), if any
Person (other than Tabletop Holdings, Inc.
or any employee benefit plan (or
related trust) sponsored or maintained by
Tabletop Holdings, Inc. or any
corporation controlled by Tabletop
Holdings, Inc.) shall become the beneficial
owner of more than 50 percent of the
Outstanding Common Stock or of the
Outstanding Voting Securities by reason of
an acquisition by Tabletop Holdings,
Inc., and such Person shall, after such
acquisition by Tabletop Holdings, Inc.,
become the beneficial owner of any
additional shares of the Outstanding Common
Stock or any additional Outstanding Voting
Securities and such beneficial
ownership is publicly announced, such
additional beneficial ownership shall
constitute a Change in Control;
(II) individuals who, as of March 20, 2000, constitute the Board
of
Directors of Tabletop Holdings, Inc. (the
"INCUMBENT BOARD") cease for any
reason to constitute at least a
2
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majority of such Board; provided that any
individual who becomes a director of
Tabletop Holdings, Inc. subsequent to March
20, 2000 whose election, or
nomination for election by Tabletop
Holdings, Inc.'s stockholders, was approved
by the vote of at least a majority of the
directors then comprising the
Incumbent Board shall be deemed a member of
the Incumbent Board; and provided
further, that any individual who was
initially elected as a director of Tabletop
Holdings, Inc. as a result of an actual or
threatened election contest, as such
terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange
Act, or any other actual or threatened
solicitation of proxies or consents by or
on behalf of any Person other than the
Board shall not be deemed a member of the
Incumbent Board;
(III) consummation of a reorganization, merger or consolidation
or
sale or other disposition of all or
substantially all of the assets of Tabletop
Holdings, Inc. (a "CORPORATE TRANSACTION");
excluding, however, a Corporate
Transaction pursuant to which (i) all or
substantially all of the individuals or
entities who are the beneficial owners,
respectively, of the Outstanding Common
Stock and the Outstanding Voting Securities
immediately prior to such Corporate
Transaction will beneficially own, directly
or indirectly, more than 50 percent
of, respectively, the outstanding shares of
common stock, and the combined
voting power of the outstanding securities
entitled to vote generally in the
election of directors, as the case may be,
of the corporation resulting from
such Corporate Transaction (in
