Employment Agreement between The Valspar Corporation and William L. Mansfield for President and CEO Position
The Valspar Corporation offers William L. Mansfield the role of President and Chief Executive Officer, with a salary of $800,000 per year, eligibility for a performance-based bonus, stock options, and restricted stock grants. The agreement includes board membership, participation in benefit plans, a supplemental retirement plan, and bi-annual executive physicals. Mansfield agrees to a three-year non-compete and non-solicitation period after employment ends. The agreement is effective upon acceptance and outlines all terms of employment.
Exhibit 10(d)
ARRANGEMENTS WITH NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER
LAWRENCE PERLMAN
818 WEST 46TH STREET
SUITE 201
MINNEAPOLIS, MINNESOTA ###-###-####
612 ###-###-####
CONFIDENTIAL
January 12, 2005
Mr. William L. Mansfield
The Valspar Corporation
1101 Third Street South
Minneapolis, Minnesota 55415
Dear Bill:
On behalf of the Valspar Board of Directors, I am offering you the position of President and Chief Executive Officer of Valspar. Following are the terms of the offer.
Title
President and Chief Executive Officer
Board Membership
Election to Board at the first meeting of the Board of Directors after commencement of CEO position
Salary
$800,000 – per annum, effective commencement date
Bonus Opportunity for Fiscal 2005
Same as current CEO (110% at target; with 137.5% maximum)
Stock Option Grant
125,000 shares under current Valspar Plan, issued on commencement date
Restricted Stock Grant
10,000 shares under current Valspar Plan, issued on commencement date and vesting at the end of three years
Physical Exam
Mayo Clinic executive physical (spouse as well) on a bi-annual basis beginning in 2005
| William L. Mansfield | January 12, 2005 | ||||
| Page 2 |
Other
| – Continued participation in all applicable Valspar benefit plans – All reasonable business expenses including club membership as appropriate |
SERP
| A Supplemental Executive Retirement Plan designed to provide additional retirement benefits on retirement at or after age 60, tied to a percentage of final average pay and offset by other Valspar retirement plan benefits. |
Non-Compete
| Industry-wide for three years following termination of employment and a non-solicitation of employees agreement covering all activities for the same period. |
This letter represents all of the terms of this offer. Please indicate your acceptance by signing the enclosed counterpart of this letter.
| Very truly yours, | Accepted | ||||
| /s/ Lawrence Perlman | /s/ William L. Mansfield | ||||
| Lawrence Perlman | William L. Mansfield January 12, 2005 |
