Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is effective as of May 2, 2005
(the "Effective Date"), by and between Anchor Glass Container Corporation (the
"Company"), and ▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the parties wish to establish the terms and conditions of the
Executive's employment with the Company.
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions stated in this Agreement, the Company and the Executive hereby agree
as follows:
ARTICLE I
EMPLOYMENT TERM
1.1 EMPLOYMENT. The Company hereby employs the Executive and the Executive
hereby accepts employment with the Company as Executive Vice President of
Finance and Chief Financial Officer. During the Employment Term (as hereinafter
defined), the Executive will have the title, status and duties of Executive Vice
President of Finance and Chief Financial Officer and will report directly to the
Company's Board of Directors (the "Board") through the Chairman of the Board, or
upon such date as appoints a Chief Executive Officer (the "CEO"), the CEO.
1.2 TERM OF EMPLOYMENT. Unless sooner terminated by either party in
accordance with the provisions of this Agreement, this Agreement and the
employment relationship hereunder will commence on the Effective Date and
continue in effect for two (2) years from the Effective Date (the "Initial
Term") and shall be extended by one year (the "Extended Term") on the second
anniversary of the Effective Date and each anniversary of the Effective Date
thereafter (each an "Anniversary Date") unless either party gives the other
party written notice at least sixty (60) days prior to the Anniversary Date that
the Agreement shall not be so extended. If such notice is given, the Initial
Term or the Extended Term then in effect shall not be extended. Any extensions
thereafter shall require a written contract or written amendment hereto. The
Initial Term and any Extended Term are sometimes referred to in this Agreement
as the "Employment Term."
ARTICLE II
DUTIES
2.1 DUTIES. The Executive shall perform such duties as are performed
customarily by an executive holding the position of chief financial officer in
the same or similar businesses or enterprises as those of the Company and such
other duties as may be assigned to him from time to time by the CEO or until
such date as the Board appoints a CEO, the Board.
(a) The Executive shall serve as a member of the interim Operating
Committee of the Company reporting to the Board through the Chairman of the
Board,
until such date as the Board appoints a CEO or otherwise determines to
terminate the interim Operating Committee.
(b) The Executive shall devote substantially all of his business time
and use his reasonable best efforts, talents, knowledge and experience to
serve as the Company's Executive Vice President of Finance and Chief
Financial Officer and to promote the interests of the Company.
(c) The Executive will perform his duties diligently and competently
and shall act in conformity with the Company's written and oral policies
and within the limits, budgets and business plans set by the Company. The
Executive will at all times during the Employment Term strictly adhere to
and obey all of the rules and regulations in effect from time to time
relating to the conduct of the executives of the Company. Except as
provided in Section 2.2 below, the Executive shall not engage in consulting
work or any trade or business for his own account or for or on behalf of
any other person, firm or company that competes, conflicts or interferes
with the performance of his duties hereunder in any way.
2.2 OTHER ACTIVITIES. The Executive may devote reasonable time to
activities such as supervision of personal investments and activities involving
professional, charitable, educational, religious and similar types of
activities, speaking engagements and, upon prior written approval of the Board,
membership on other boards of directors, provided that such activities do not
interfere in any material way with the performance of his duties under this
Agreement. The time involved in such activities shall not be treated as vacation
time. The Executive shall be entitled to keep any amounts paid to him in
connection with such activities (E.G., director fees and honoraria).
ARTICLE III
COMPENSATION AND BENEFITS
During the Employment Term, the Company shall provide to the Executive, and
the Executive shall accept from the Company as full compensation for the
Executive's services hereunder, compensation and benefits as follows:
3.1 BASE SALARY. The Company shall pay the Executive an annual base salary
of $375,000 per year ("Base Salary").
3.2 SIGNING BONUS. The Company shall pay the Executive a one-time signing
bonus of $100,000 ("Signing Bonus"). One-half of such Signing Bonus shall be
paid to the Executive on the Effective Date and the other half of such Signing
Bonus shall be paid to the Executive on December 31, 2005.
3.3 TARGET BONUS. For each calendar year during the Employment Term, the
Executive will be entitled to a target bonus which will be based upon the
achievement of written performance targets established by the Board ("Target
Bonus"). The Executive's Target Bonus will be sixty percent (60%) of Base Salary
for achieving all of the targets; provided that the Executive's bonus for
calendar year 2005 shall not be less than $50,000. Each Target Bonus
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shall be paid no later than March 15 of the calendar year following the calendar
year in which the applicable performance targets are achieved. Except as set
forth in Sections 4.2, 4.3 and 4.4 the Executive shall only be entitled to a
Target Bonus for a calendar year if the Executive is employed by the Company on
December 31 of such year. Notwithstanding the foregoing, upon a Change of
Control (as defined in Section 4.4), the Executive shall be entitled to receive,
in a lump sum within 10 days following the date the Change of Control occurs, a
pro rata portion of the Target Bonus for the calendar year in which the Change
of Control occurs, based on the portion of the calendar year that shall have
elapsed through the date of the Change of Control, provided that the Executive
has achieved performance targets established by the Board with respect to the
portion of the calendar year completed prior to the Change of Control.
3.4 STOCK OPTIONS. The Executive shall be eligible to participate in the
stock option plan maintained by the Company (the "Plan"), pursuant to the terms
of such Plan. Prior to or on the Effective Date, subject to approval by the
Compensation Committee of the Board (or such other applicable administrator for
the Plan) (the "Administrator"), the Executive shall receive options for 250,000
shares of common stock with an exercise price per share equal to the "fair
market value" of a share of common stock on the date of the grant. Such options
shall vest in three equal annual installments over three years from the date of
the grant, provided that vesting of the final one-third of the options shall
vest at the earlier of (i) the third anniversary of the date of the grant or
(ii) the date of the achievement of written performance targets for the Company
as shall hereafter be established by the Board as the "performance targets"
applicable to this clause (ii), but in no event earlier than the second
anniversary of the date of the grant. In the event that the Administrator
determines to accelerate the vesting of stock options of directors and other
senior officers in connection with a Change of Control (as defined in Section
4.4 of this Agreement), vesting of the Executive's stock options shall be
similarly accelerated.
3.5 EXECUTIVE BENEFIT PLANS. The Executive and/or his family (to the extent
eligible), as the case may be, will be eligible to participate on substantially
the same basis as the Company's other senior executive officers in any executive
benefit plans offered by the Company. The Company reserves the right to modify,
suspend or discontinue any and all of the plans, practices, policies and
programs at any time without recourse by the Executive, so long as Company takes
such action generally with respect to other similarly situated senior executive
officers.
3.6 BUSINESS EXPENSES. The Company shall promptly reimburse the Executive
for all reasonable business-related expenses incurred in the performance of
services for the Company, in accordance with the policies, practices and
procedures of the Company.
3.7 RELOCATION.
(a) The Company shall reimburse the Executive for (i) reasonable costs
and expenses relating to the Executive's relocation to the Tampa, Florida
metropolitan area, including, but not limited to, costs related to packing
and moving and selling costs, subject to a maximum reimbursement of
$100,000, (ii) reasonable costs and expenses related to the Executive's
temporary living arrangements in Tampa, Florida metropolitan area, subject
to a maximum reimbursement of $50,000, and (iii) the reasonable costs and
expenses associated with maintaining his primary residence at ▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇,
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ for a period of four months following the Effective
Date, including but not limited to regular mortgage payments, real estate
taxes, and utilities, subject to a maximum reimbursement of $5,000 per
month (the "Reimbursement"). Such Reimbursement shall be subject to the
Executive providing the Company with appropriate documentation related to
costs and expenses incurred by the Executive.
(b) In addition to the Reimbursement, the Company shall pay to the
Executive a gross-up equal to the amount of the income taxes owed by the
Executive solely with respect to that portion of the Reimbursement that
relates to costs and expenses that cannot be paid directly by the Company
(the "Gross-Up Amount"). The Gross-Up Amount shall be determined by the
Company, whose determination, absent manifest error, shall be treated as
conclusive and binding absent a binding determination by a governmental
taxing authority that a greater amount of taxes is payable by the
Executive.
3.8 VACATION. The Executive will be entitled to 20 paid vacation days for
each calendar year during the Employment Term.
ARTICLE IV
PAYMENTS ON TERMINATION OF EMPLOYMENT
4.1 TERMINATION OF EMPLOYMENT FOR ANY REASON. The following payments will
be made upon the Executive's termination of employment for any reason and shall
be the only payments provided as a result of a termination of employment as a
result of the Executive's death or Disability, by the Company for Cause or a
voluntary termination by the Executive without Good Reason:
(a) Earned but unpaid Base Salary through the date of termination;
(b) Any accrued but unpaid vacation;
(c) Any amounts payable under any of the Company's executive benefit
plans in accordance with the terms of those plans;
(d) Unreimbursed business expenses incurred by the Executive on the
Company's behalf pursuant to the Company's reimbursement policy; and
(e) The unpaid balance of the Signing Bonus.
For purposes of this Agreement, "Disability" means a determination by the
Company, in accordance with applicable law that, as a result of a physical or
mental injury or illness, the Executive is unable to perform the essential
functions of his job with reasonable accommodation.
4.2 TERMINATION BY THE COMPANY WITHOUT CAUSE. If during the Employment
Term, the Company terminates the Executive's employment other than for Cause, in
addition to the payments and benefits set forth in Section 4.1, the Company
shall pay the Executive (a) his Base Salary for a one year period on the
Company's regular payroll dates, (b) any unpaid portion of the Target Bonus for
the calendar year prior to the calendar year of the termination of
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employment and (c) a pro rata portion of the Target Bonus (to the extent not
previously paid under Section 3.3), based on the achievement of written
performance targets as set forth in Section 3.3, for the calendar year in which
the termination of employment occurs based on the percentage of the calendar
year that shall have elapsed through the date of the Executive's termination of
employment, payable at the end of such calendar year. The foregoing payments
shall be subject to the Executive's execution without revocation of a valid
release prepared by the Company (the "Release").
4.3 VOLUNTARY TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If during the
Employment Term, the Executive terminates his employment for Good Reason, in
addition to the payments and benefits set forth in Section 4.1, the Company
shall pay the Executive (a) his Base Salary for a one year period on the
Company's regular payroll dates , (b) any unpaid portion of the Target Bonus for
the calendar year prior to the calendar year of the termination of employment
and (c) if the Executive terminates his employment for Good Reason pursuant to
Section 4.5(i) or 4.5(iii), a pro rata portion of the Target Bonus (to the
extent not previously paid under Section 3.3), based on the achievement of
written performance targets as set forth in Section 3.3, for the calendar year
in which the termination of employment occurs based on the percentage of the
calendar year that shall have elapsed through the date of the Executive's
termination of employment, payable at the end of such calendar year. The
foregoing payments shall be subject to the Executive's execution without
revocation of a valid release prepared by the Company (the "Release").
4.4 TERMINATION UPON A CHANGE OF CONTROL. If upon or within three (3) month
following a Change of Control, the Executive or the Company terminates the
Executive's employment without Cause, the Executive shall receive the
compensation and benefits described in Section 4.2. Any payments made pursuant
to this Section 4.4 shall be subject to the Executive's execution of the
Release.
For purposes of this Section 4.4, "Change of Control" shall mean (1) any
individual, partnership, firm, trust, corporation, limited liability company or
other similar entity who is not an affiliate of the Company other than a
Permitted Holder becomes the beneficial owner, directly or indirectly, of fifty
percent (50%) or more of the combined voting power of the then outstanding
securities of the Company or (2) the sale, transfer or other disposition of all
or substantially all of the business and assets of the Company, whether by sale
of assets, merger or otherwise to a person other than a Permitted Holder. For
purposes of this Section 4.4, a "Permitted Holder" is Cerberus Capital
Management, L.P. or any fund or account managed by Cerberus Capital Management,
L.P. or any of its affiliates.
4.5 GOOD REASON. For purposes of this Agreement, "Good Reason" shall mean
(i) assigning duties to the Executive that are inconsistent with those of an
officer of the Company; (ii) requiring the Executive, without his consent,
primarily to perform his services from a location more than 35 miles from the
Company's present offices in Tampa, Florida; or (iii) failure to make the
payments required under Article III of the Agreement. Notwithstanding the above,
the actions described above shall not constitute Good Reason until after the
Company shall have been provided thirty (30) days prior written notice of such
action and shall have failed to remedy such action during such thirty (30) day
period.
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4.6 CAUSE. For purposes of this Agreement, "Cause" shall mean: (i) the
Executive's breach of any provision of the Agreement; (ii) the Executive's
willful and continued failure to perform his duties as an executive of the
Company (other than any such failure resulting from incapacity due to physical
or mental illness); (iii) the Executive's willful misconduct, materially
injurious to the Company, monetarily or otherwise, or (iv) the Executive's
commission of a felony; in each case as determined by the Board; provided that
in the case of (i) and (ii) the Board has provided the Executive with written
notice identifying the act or acts said to constitute Cause and opportunity to
cure the breach (if curable), and the Executive has failed to cure such breach
within thirty (30) days after receipt of such notice. The Board shall provide
the Executive with an opportunity to refute or explain acts or omissions
referred to in such written notice. For purposes of this Section 4.6 no act or
failure to act, on the part of the Executive, shall be considered "willful"
unless it is done or omitted to be done, by the Executive in bad faith and
without reasonable belief that such act or omission was done in the best
interests of the Company.
4.7 TIMING OF PAYMENTS. All payments described in Section 4.1 above shall
be made in a lump sum cash payment as soon as practicable (but in no event more
than ten (10) days) following the Executive's termination of employment. The
payments described in Sections 4.2, 4.3 and 4.4 shall be made in accordance with
such sections commencing after the applicable revocation period contained in the
Release.
ARTICLE V
RESTRICTIVE COVENANTS
5.1 DEFINITIONS. For purposes of this Agreement, the following terms will
be defined as follows:
(a) "Confidential Information" shall mean the Company's trade secrets
and all other information unique to the Company and not readily available
to the public, including developments, designs, improvements, inventions,
formulas, compilations, methods, forecasts, software programs, processes,
know-how, data, research, operating methods and techniques, and all
business plans, strategies, costs, profits, customers, vendors, markets,
sales, products, key personnel, pricing policies, marketing, sales or other
financial or business information, and any modifications or enhancements of
any of the foregoing.
(b) The term "Business Conducted by the Company" shall mean the glass
container manufacturing business conducted by the Company as of the date of
the Executive's termination of employment.
5.2 INVENTIONS OR DEVELOPMENTS. The Executive agrees that he will promptly
and fully disclose to the Company all discoveries, improvements, inventions,
formulas, ideas, processes, designs, techniques, know-how, data and computer
programs (whether or not patentable, copyrightable or susceptible to any other
form of protection), made, conceived, reduced to practice or developed by the
Executive, either alone or jointly with others, during his employment with the
Company (collectively, the "Inventions or Developments"). All Inventions
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and Developments shall be the sole property of the Company, including all
patents, copyrights, intellectual property or other rights related thereto and
the Executive assigns to the Company all rights (if any) that the Executive may
have or acquire in such Inventions or Developments.
Notwithstanding the foregoing, any right of the Company or assignment by
the Executive as provided in this paragraph shall not apply to any Inventions or
Developments for which no equipment, supplies, facility or trade secret
information of the Company were used and which were developed entirely on the
Executive's own time, unless: (a) the Inventions or Developments relate to the
Business Conducted by the Company or the actual or demonstrably anticipated
research or development of the Company; or (b) the Inventions or Developments
result from any work performed by the Executive for the Company.
5.3 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OR INVENTIONS OR
DEVELOPMENTS. The Executive acknowledges that he has had and will have access to
Confidential Information or Inventions or Developments of the Company and agrees
that he shall not, at any time, directly or indirectly use, divulge, furnish or
make accessible to any person any Confidential Information or Inventions or
Developments, but instead shall keep all such matters strictly and absolutely
confidential.
5.4 NO DIVERSION OF BUSINESS OPPORTUNITIES AND PROSPECTS. The Executive
agrees that during his employment with the Company: (a) the Executive shall not
directly or indirectly engage in any employment, consulting or other business
activity that is competitive with the Business Conducted by the Company; (b) the
Executive shall promptly disclose to the Company all business opportunities that
are presented to the Executive in his capacity as an employee of the Company or
which is of a similar nature to the Business Conducted by the Company or which
the Company has expressed an interest in engaging in the future; and (c) the
Executive shall not usurp or take advantage of any such business opportunity
without first offering such opportunity to the Company.
5.5 ACTIONS UPON TERMINATION. Upon the Executive's employment termination
for whatever reason, the Executive shall neither take or copy nor allow a third
party to take or copy, and shall deliver to the Company all property of the
Company, including, but not limited to, all Confidential Information or
Inventions or Developments, regardless of the medium (I.E., hard copy, computer
disk, CD ROM) on which the information is contained.
5.6 NON-COMPETITION. The Executive agrees that so long as he is employed by
the Company, and for a one year period after the termination of his employment
for any reason (the "Period"), he shall not, without the prior written consent
of the Company, participate or engage in, directly or indirectly (as an owner,
partner, employee, officer, director, independent contractor, consultant,
advisor or in any other capacity calling for the rendition of services, advice,
or acts of management, operation or control), any business that, during the
Period, is competitive with the Business Conducted by the Company within the
United States (hereinafter, the "Geographic Area").
5.7 NON-SOLICITATION OF EMPLOYEES. The Executive agrees that, during the
Period, he shall not, without the prior written consent of the Company, directly
or indirectly solicit any
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current employee of the Company, or any individual who becomes an employee
during the Period, to leave such employment.
5.8 NON-SOLICITATION OF SUPPLIERS OR CUSTOMERS. The Executive agrees that,
during the Period, he shall not, without the prior written consent of the
Company, directly or indirectly solicit, seek to divert or dissuade from
continuing to do business with or entering into business with the Company, any
supplier, customer, or other person or entity that had a business relationship
with or with which the Company was planning or pursuing a business relationship
at or before the date of termination of his employment.
5.9 IRREPARABLE HARM. The Executive acknowledges that: (a) the Executive's
compliance with this Article V is necessary to preserve and protect the
Confidential Information, Inventions or Developments and the goodwill of the
Company as a going concern; (b) any failure by the Executive to comply with the
provisions of this Section 5.9 will result in irreparable and continuing injury
for which there will be no adequate remedy at law; and (c) in the event that the
Executive should fail to comply with the terms and conditions of this Article V,
the Company shall be entitled, in addition to such other relief as may be
proper, to all types of equitable relief (including, but not limited to, the
issuance of an injunction and/or temporary restraining order) as may be
necessary to cause the Executive to comply with this Section 5.9, to restore to
the Company its property, and to make the Company whole.
5.10 SURVIVAL. The provisions set forth in this Article V shall, as noted,
survive termination of this Agreement.
5.11 FORFEITURE. If the Executive violates any provision of this Article V,
the Executive will forfeit his right to all payments under Sections 4.2, 4.3 and
4.4, except to the extent otherwise provided by law.
5.12 UNENFORCEABILITY. If any provision(s) of this Article V shall be found
invalid or unenforceable, in whole or in part, then such provision(s) shall be
deemed to be modified or restricted to the extent and in the manner necessary to
render the same valid and enforceable, or shall be deemed excised from this
Agreement, as the case may require, and this Agreement shall be construed and
enforced to the maximum extent permitted by law, as if such provision(s) had
been originally incorporated herein as so modified or restricted, or as if such
provision(s) had not been originally incorporated herein, as the case may be.
ARTICLE VI
MISCELLANEOUS
6.1 ASSIGNMENT; SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors. The Company may not assign
this Agreement without the Executive's written consent, except that the
Company's obligations under this Agreement shall be the binding legal
obligations of any successor to the Company by sale, and in the event of any
transaction that results in the transfer of substantially all of the assets or
business of the Company, the Company will cause the transferee to assume the
obligations of the Company under this Agreement.
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6.2 INTERPRETATION. The laws of the State of Florida shall govern the
validity, interpretation, construction and performance of this Agreement,
without regard to the conflict of laws principles thereof.
6.3 WITHHOLDING. The Company may withhold from any payment that it is
required to make under this Agreement amounts sufficient to satisfy applicable
withholding requirements under any federal, state or local law.
6.4 AMENDMENT. This Agreement may be amended at any time by written
agreement between the Company and the Executive. This Agreement and all
compensation derived therefrom are intended not to constitute compensation
deferred under a nonqualified deferred compensation plan as contemplated in
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, notwithstanding any other provision of this Agreement, the
provisions of this Agreement will be interpreted consistent with the preceding
sentence, and the Board may modify this Agreement, retroactively or otherwise,
without your consent, to the extent it deems advisable to prevent the
application of Section 409A of the Code.
6.5 NOTICES. Notices given pursuant to this Agreement shall be in writing
and shall be deemed received when personally delivered, or on the date of
written confirmation of receipt by (a) overnight carrier, (b) telecopy, (c)
registered or certified mail, return receipt requested, addressee only, postage
prepaid, or (d) such other method of delivery that provides a written
confirmation of delivery. Notice shall be directed to:
If to the Company, to: Anchor Glass Container Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Board of Directors
With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to the Executive, to his home address set forth in the records
of the Company
With a copy to:
The Company may change the person and/or address to whom the Executive must give
notice under this Section 6.5 by giving the Executive written notice of such
change, in accordance with the procedures described above. Notices to or with
respect to the Executive will be directed to the Executive, or to the
Executive's executors, personal representatives or distributees, if the
Executive is deceased, or the assignees of the Executive, at the Executive's
home address on the records of the Company.
6.6 SEVERABILITY. If any provision(s) of this Agreement shall be found
invalid or unenforceable by a court of competent jurisdiction, in whole or in
part, then it is the parties' mutual desire that such court modify such
provision(s) to the extent and in the manner necessary
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to render the same valid and enforceable, and this Agreement shall be construed
and enforced to the maximum extent permitted by law, as if such provision(s) had
been originally incorporated herein as so modified or restricted, or as if such
provision(s) had not been originally incorporated herein, as the case may be.
6.7 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the Company and the Executive and supersedes all prior
agreements and understandings, written or oral, relating to the subject matter
hereof.
6.8 CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a
full and complete opportunity to consult with counsel of the Executive's own
choosing concerning the terms, enforceability and implications of this
Agreement, and the Company has made no representations or warranties to
Executive concerning the terms, enforceability or implications of this Agreement
other than as are reflected in this Agreement.
6.9 WAIVER; RELEASE OF CLAIMS. No failure or delay by the Company or the
Executive in enforcing or exercising any right or remedy hereunder shall operate
as a waiver thereof. No modification, amendment or waiver of this Agreement nor
consent to any departure by the Executive from any of the terms or conditions
thereof, shall be effective unless in writing and signed by a person authorized
by the Board. Any such waiver or consent shall be effective only in the specific
instance and for the purpose for which given.
6.10 MITIGATION. In no event shall the Executive be obligated to seek other
employment or take any other action to mitigate the amounts payable to the
Executive under any of the provisions of this Agreement, nor shall the amount of
any payment hereunder be reduced by any compensation earned as result of the
Executive's employment by another employer.
6.11 BENEFICIARY. If the Executive dies prior to receiving all of the
amounts payable to him in accordance with the terms of this Agreement, such
amounts shall be paid to one or more beneficiaries (each, a "Beneficiary")
designated by the Executive in writing to the Company during his lifetime, or if
no such Beneficiary is designated, to the Executive's estate. Such payments
shall be made in a lump sum to the extent so payable and, to the extent not
payable in a lump sum, in accordance with the terms of this Agreement. The
Executive, without the consent of any prior Beneficiary, may change his
designation of Beneficiary or Beneficiaries at any time or from time to time by
a submitting to the Company a new designation in writing.
6.12 REPRESENTATIONS BY EXECUTIVE. The Executive represents and warrants
that by accepting employment with the Company under this Agreement, he is not
(a) breaching any other agreement with any third party, including but not
limited to any former employer, or (b) in any other way restricted in or limited
from fulfilling the terms of this Agreement.
6.13 SURVIVAL. All sections of this Agreement survive beyond the Employment
Term except as otherwise specifically stated.
6.14 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.
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6.15 COUNTERPARTS. The parties may execute this Agreement in one or more
counterparts, all of which together shall constitute but one Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
ANCHOR GLASS CONTAINER EXECUTIVE
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Vice President, Gen'l Csl. and Secretary ▇▇▇▇ ▇▇▇▇▇▇▇
4/22/05 4/22/05
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