Employment Agreement between Caraustar Industries, Inc. and Steve Kelchen dated August 20, 2004
Caraustar Industries, Inc. and Steve Kelchen entered into an employment agreement appointing Mr. Kelchen as Vice President of the Custom Packaging Group. The agreement outlines his duties, a base salary of $300,000, eligibility for bonuses, participation in benefit and retirement plans, equity grants, and reimbursement of business expenses. It also details severance benefits, including salary continuation in certain termination scenarios, and requires Mr. Kelchen to sign confidentiality and non-competition agreements. The agreement includes specific terms for bonuses, equity vesting, and conditions for severance and restrictive covenants.
Exhibit No. 10.02
August 20, 2004
Mr. Steve Kelchen
10 Lakeside Drive
Washington, Missouri 63090
Re: | Terms of Employment with Caraustar Industries, Inc. |
Dear Steve:
On behalf of Caraustar Industries, Inc. (the Company), I am pleased to offer you employment with the Company on the following terms and conditions.
1. Title and Reporting: Vice President, Custom Packaging Group, reporting to the Senior Vice President and Chief Operating Officer.
2. Duties: Duties will include, but are not limited to, planning, direction and coordination of the operational and sales and marketing aspects of the business units of the Custom Packaging Group, and such other duties consistent with your position as assigned to you from time to time.
3. Compensation
(a) Base Salary: $300,000 per year (provided in accordance with the Companys standard payroll practices for all salaried employees), which may be increased by the Board of Directors at its sole discretion.
(b) Bonus: You will be eligible for an annual bonus at the Companys discretion under the terms of the Companys Senior Management Incentive Compensation Plan as currently in effect; provided, however, that you are guaranteed to receive a bonus for plan year 2004 of not less than $20,000 and for plan year 2005 of not less than 25% of your base salary earned during that plan year.
4. Benefits
(a) Basic Benefit Plans: You will be eligible to participate in the Companys regular health, life, disability, retirement and other benefit plans offered to all salaried employees in accordance with the terms of those plans.
Mr. Steve Kelchen
August 20, 2004
Page 2
(b) You will be eligible for a long-term disability plan supplemental to the Companys basic long-term disability plan to ensure the replacement of at least 75% of your base salary in the event of a qualifying disability;
(c) Four weeks of earned vacation annually;
(d) You will be granted fifteen years of industry service credit for purposes of the Short-Term Disability income replacement plan;
(e) You will become an immediate participation upon hire in the Supplemental Employee Retirement Plan with fifteen years of industry service credit for purposes of the benefit calculation (with the total benefit payable under the plan to be offset by any vested benefit payments from qualified pension plans of Smurfit-Stone);
(f) You will be provided full relocation services as necessary for your needs under the Companys Relocation Program;
(g) You will be allowed to have a Country Club membership at your election with an allowance of up to $300 per month for monthly dues and one-time reimbursement of up to $10,000 in initiation related fees;
(h) You may also participate, if you elect, in any of the Companys other voluntary benefit plans for similarly situated employees.
5. Long Term Equity Grants:
(a) You will receive a one-time non-qualified option grant under the terms of the Caraustar Long Term Equity Plan to purchase 15,000 restricted shares of the Companys stock valued as of date of hire, with the grant to vest over four years and have a ten (10) year term.
(b) You will receive a one-time Performance Accelerated Restricted Stock (PARS) grant under the terms of the Caraustar Long Term Equity Plan of 10,000 fully valued shares with a target vesting price of $20.00 per share subject to a one-year blackout period.
(c) You will be given a one-time grant of 7,500 fully valued shares as of the date of hire. These shares will vest after one year of employment.
(d) All future equity grants will be determined in accordance with the terms of the Caraustar Long Term Equity Plan.
6. Business Expenses: You will be reimbursed for reasonable and necessary business expenses, in accordance with the Companys policies and upon presentation of appropriate documentation.
Mr. Steve Kelchen
August 20, 2004
Page 3
7. Severance Benefits:
(a) In the event your employment is terminated other than because of your death or disability (as defined below), by you for any reason, for cause (as defined below) or in connection with a qualifying termination under the terms of a change in control severance agreement to be entered between you and the Company, you will be entitled to a severance benefit equal to at least six (6) months continuation of your then- current base salary and benefits coverage in place at the time of termination.
(b) In the event your employment is terminated because of your death or disability, for cause, or by you for any reason, you will not be entitled to receive any compensation or benefits after the date of termination, except for any benefits accrued through the date of termination under the Companys plans.
(c) In the event of a qualifying termination under the terms of the Change in Control severance agreement to be entered between you and the Company, you will be entitled to receive the benefit provided thereunder. The Company will enter such change in control severance agreement with you under terms approved by the Companys Board of Directors and provided to its other executive officers; provided, that such agreement will at a minimum provide benefits upon a qualifying termination up to the lesser of (i) twenty-four (24) months salary continuation benefit or (ii) such lesser amount as is necessary to ensure that no payments to you thereunder will cause any deductions to be disallowed to the Company or cause you to be assessed any excise taxes under the Internal Revenue Code.
(d) For purposes of this offer, disability means termination owing to your inability to perform your duties hereunder by reason of disability or incapacity, due to physical or mental illness, for a period in excess of six (6) consecutive months, and cause means (i) your commission of a felony; or (ii) fraud, misappropriation or embezzlement involving Company property or other intentional wrongful acts that materially impair the goodwill or business of the Company or that cause material damage to the Companys property, goodwill or business.
8. Restrictive Covenants: You agree, as a condition to your employment, to execute any form of confidentiality, non-competition and non-solicitation agreement reasonably requested by the Company and agree that the term of such non-competition and non-solicitation agreement shall be no less than 12 months following your termination of employment or any such longer period during which you are receiving severance benefits from the Company or any successor.
Mr. Steve Kelchen
August 20, 2004
Page 4
Steve, we are excited at the prospect of your joining the Company and hope that you accept our offer. If I can answer any questions or be of further assistance in your decision process, please do not hesitate to contact Barry Smedstad or me.
Sincerely, | ||
CARAUSTAR INDUSTRIES, INC. | ||
By: | /s/ Michael J. Keough | |
Michael J. Keough | ||
Senior Vice President and Chief Operating | ||
Officer |
Mr. Steve Kelchen
August 20, 2004
Page 5
ACKNOWLEDGED AND AGREED: | ||
/s/ Steve Kelchen | ||
Steve Kelchen | ||
Date: | 8/31/04 |