Frank's Nursery & Crafts, Inc. Co-CEO Compensation and Severance Modification Agreement (Lakin & Szopinski)

Summary

Frank's Nursery & Crafts, Inc. appointed Larry Lakin and Adam Szopinski as Co-CEOs, effective June 20, 2001. Both will receive an additional $12,500 per month starting July 1, 2001, until the later of October 31, 2001, or when a permanent CEO is appointed. Each Co-CEO may resign within a specified period and still receive full severance and retention benefits. If terminated involuntarily, they are entitled to full severance unless the termination is for gross misconduct, fraud, embezzlement, or theft.

EX-10.9 3 k65143ex10-9.txt CERTIFICATE OF THE SECRETARY 1 EXHIBIT 10.9 FRANK'S NURSERY & CRAFTS, INC. CERTIFICATE OF THE SECRETARY JUNE 20, 2001 I, Larry T. Lakin, certify that (1) I am the duly elected and incumbent Secretary of FRANK'S NURSERY & CRAFTS, INC., a Michigan corporation ("the Corporation"), (2) the resolution set forth below was adopted by the unanimous written consent of the Board of Directors of the Corporation, effective as of June 20, 2001, and (3) such resolution has not been amended or rescinded and remains in force on the date of this certificate in the form set forth below: A. RESOLVED, that in addition to their current positions, the Corporation shall engage Messrs. Lakin and Szopinski to jointly serve as Co-CEOs of the Corporation; and it is further B. RESOLVED, that in consideration of their agreement to serve as Co-CEOs, Messrs. Lakin and Szopinski shall each receive additional compensation and protection from termination, all as set forth in the term sheet annexed as Exhibit "A" hereto. Dated: June 20, 2001 /s/ Larry T. Lakin ------------------------------------------- Larry T. Lakin 2 Exhibit A CO-CEO COMPENSATION/SEVERANCE MODIFICATION TERM SHEET COVERED PERSONS Larry Lakin and Adam Szopinski (each, a "Co-CEO"). ADDITIONAL COMPENSATION Effective July 1, 2001, each Co-CEO will receive, in addition to his current salary, an additional $12,500 per month until the later of: (a) October 31, 2001; or (b) the effective date of the appointment of a permanent Chief Executive Officer for FNC Holdings, Inc. ("FNC") and Frank's Nursery & Crafts, Inc. ("Frank's and, together with FNC, the "Company"). OPPORTUNITY TO RESIGN WITH BENEFITS During a thirty-day period commencing on the earlier of: (a) the effective date of a plan of reorganization for Frank's; and (b) March 31, 2002 (or such later date as may be agreed to in writing by the Company and the applicable Co-CEO), each Co-CEO shall be permitted to voluntarily terminate his employment for any reason and still receive full severance and retention benefits under the Company's bankruptcy court-approved severance policy (the "Severance Policy") and retention and incentive plan. REVISED DEFINITION OF "CAUSE" FOR Notwithstanding anything to the contrary INVOLUNTARY TERMINATION WITHOUT in the Severance Policy, each Co-CEO SEVERANCE BENEFIT shall be entitled to receive his full severance entitlement if terminated involuntarily at any time for any reason other than for gross misconduct, fraud, embezzlement or theft against the Company.