EXHIBIT 10.(c)
TRANSITION AND CONSULTING AGREEMENT
THIS TRANSITION AND CONSULTING AGREEMENT
("Agreement"), made and entered into as of the 11th day of September, 1997, by
and between ▇▇▇▇▇ GROUP, INC. ("▇▇▇▇▇"), a New York corporation, and ▇. ▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇. ("Bridgewater").
WITNESSETH THAT:
WHEREAS, Bridgewater is an employee of ▇▇▇▇▇ and currently
serves as Chairman of the Board of Directors, President and Chief Executive
Officer;
WHEREAS, on or before March 31, 1999, Bridgewater will retire
as an employee of ▇▇▇▇▇;
WHEREAS, Bridgewater possesses executive skills and leadership
experience which ▇▇▇▇▇ is desirous of calling upon from time to time during the
development of successor leadership in the forty-eight months following such
retirement; and
WHEREAS, Bridgewater is willing to provide his skills and the
benefit of his leadership experience, from time to time, as a consultant over
such forty-eight-month period;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, ▇▇▇▇▇ and Bridgewater
covenant and agree as follows:
1. Engagement as Consultant. ▇▇▇▇▇ hereby engages
Bridgewater as a consultant effective as of the first day of the month
following Bridgewater's retirement as an employee, and Bridgewater hereby
accepts such engagement at that time in accordance with the terms and
conditions hereinafter set forth. As a consultant, Bridgewater shall be an
independent contractor with ▇▇▇▇▇ and shall not for any reason be considered
an employee of ▇▇▇▇▇.
2. Consulting Duties. The Chief Executive and/or the
Chairman of the Board of Directors may from time to time request Bridgewater
to furnish his services as a consultant. Such services shall include:
a. consultation concerning the management and overall
policy and strategic direction of the businesses of
▇▇▇▇▇ and the financial consequences thereof;
b. consultation with respect to special projects designated
by the Chief Executive and/or the Chairman of the Board
of ▇▇▇▇▇.
Bridgewater shall not be required to hold himself available for consulting
services at any fixed time, but shall be available on a reasonable basis.
Bridgewater's presence shall not be required at any particular office or place
in order to render his consulting services unless such services could not
reasonably be performed in another location or by telephone or letter.
3. Term. Subject to Section 12 below, the term of this
consulting engagement shall be from the first day of the month following
Bridgewater's retirement as an employee of ▇▇▇▇▇ through the end of the forty-
eight-month period following such retirement (the "Consulting Period").
4. Compensation. Subject to the terms of this Agreement,
in consideration for Bridgewater's agreements contained herein, Bridgewater
shall be paid compensation of Two Hundred Seventy-Five Thousand Dollars
($275,000) for each twelve-month period during the first two years of the
Consulting Period and Two Hundred Forty-Five Thousand Dollars ($245,000) for
each twelve month period during the last two years of the Consulting Period.
Compensation shall be paid in approximately equal installments no less
frequently than monthly. Bridgewater shall also be reimbursed by ▇▇▇▇▇ for
any reasonable and necessary expenses incurred by him in the performance of
his consulting duties.
5. Election as Director. It is contemplated that
Bridgewater, at the May 1998 meeting of the shareholders of ▇▇▇▇▇, ▇▇▇▇ stand
for re-election to the Board of Directors of ▇▇▇▇▇. In the event of
re-election, Bridgewater will also serve as Chairman of the Board of Directors
until his retirement as an employee or his earlier resignation. It is agreed
that he will tender his resignation as a director when he retires as an active
employee.
6. Office and Secretary. Upon commencement of and during
the Consulting Period, ▇▇▇▇▇ shall provide Bridgewater with office space and
secretarial assistance in Clayton, Missouri similar to that currently provided
to him.
7. Restricted Stock and Retirement Benefits. In the event
of Bridgewater's retirement as an active employee prior to attainment of age
65, on or after January 1, 1998, (a) all shares of restricted stock previously
granted to Bridgewater still subject to restrictions in accordance with
section VII(C) of the ▇▇▇▇▇ Group, Inc. Stock Option and Restricted Stock Plan
of 1994 shall become immediately free of such restrictions, and (b) for
purposes of calculating his retirement benefits under the ▇▇▇▇▇ Group, Inc.
Retirement Plan and the Supplemental Retirement Plan ("SERP"), Bridgewater
shall be deemed to have retired at age 65.
8. Tax Services, Security Services, Title. During the
Consulting Period Bridgewater shall continue to receive at the expense of ▇▇▇▇▇
tax preparation services similar to those currently provided to him by Ernst &
Young, and security services similar to those currently provided through ▇▇▇▇▇.
He shall during the Consulting Period and thereafter, as he wishes, refer to
himself as the "Retired Chairman" of ▇▇▇▇▇.
9. Death or Disability. In the event of the death or
permanent disability of Bridgewater during the Consulting Period, payments
otherwise due hereunder to Bridgewater pursuant to Section 4 shall be paid to
his designee at the same times and in the same amounts as if paid to
Bridgewater, but only until the end of the calendar year in which such death
or disability occurs.
10. Confidential Information. During the Consulting Period
and thereafter, Bridgewater will not directly or indirectly (without ▇▇▇▇▇'▇
prior written consent) use for himself or use for, or disclose to, any party
other than ▇▇▇▇▇ or its subsidiaries any secret or confidential or proprietary
information or data relating to the business of ▇▇▇▇▇ or its subsidiaries or
any such information or data with respect to businesses being investigated by
▇▇▇▇▇ for acquisition.
11. Noncompetition Agreement. Bridgewater agrees that
during the Consulting Period and for a period of three years thereafter, he
will not engage in or enter the employ of, act as a consultant to or have any
interest in any other person, firm, corporation or other entity engaged in any
related or similar business activities competitive with the business of any
division of ▇▇▇▇▇ or any of its subsidiaries. This restriction shall be
applicable only with respect to the manufacturing, importing and retail areas
in which ▇▇▇▇▇ or its subsidiaries shall have conducted business operations at
any time during the Consulting Period, and nothing herein shall restrict
Bridgewater from owning two percent or less of the corporate securities of any
competitor of ▇▇▇▇▇, which securities are listed on any national securities
exchange or traded over-the-counter, if Bridgewater has no other connection or
relationship with the issuer of such securities or from serving as a director
of any corporation which is not a competitor of ▇▇▇▇▇.
The parties acknowledge the broad scope of the restrictions
contained in this Section 11, but expressly agree and acknowledge that the
restrictions are reasonable and shall be fully enforceable in light of, among
other things, (i) the worldwide markets in which ▇▇▇▇▇ and its subsidiaries
operate their businesses, (ii) the extremely sensitive, confidential trade
secret information to which Bridgewater has had, and will have, access, and
(iii) ▇▇▇▇▇'▇ legitimate interests in protecting its confidential information,
goodwill and relationships.
12. Enforcement of Terms. If Bridgewater violates the
terms of Section 10 or Section 11 during the Consulting Period, ▇▇▇▇▇ may
terminate this Agreement and shall be relieved of its obligation to make any
further payments hereunder. In addition, if Bridgewater violates the terms of
Section 10 or Section 11, whether during the Consulting Period or thereafter,
▇▇▇▇▇ shall be entitled to obtain full injunctive relief restraining Bridgewater
from violation of such terms in addition to any other legal or equitable
remedies to which ▇▇▇▇▇ may be entitled. Bridgewater acknowledges that the
harm which would result to ▇▇▇▇▇ from any violation of the terms of Sections
10 and 11 would be largely irreparable.
13. Definition of Subsidiary. The terms "subsidiary" or
"subsidiaries" as used herein shall mean a corporation owned or controlled by
▇▇▇▇▇, directly or indirectly through stock ownership, and shall include (but
not be limited to) each corporation, a majority of the voting stock of which
is owned by ▇▇▇▇▇ or any such other majority-owned subsidiary (or a chain
thereof) of ▇▇▇▇▇.
14. Nonwaiver of Rights. The failure to enforce at any
time any of the provisions of this Agreement or to require at any time
performance by the other party of any of the provisions hereof shall in no way
be construed to be a waiver of such provisions or to affect either the validity
of this Agreement, or any part hereof, or the right of either party thereafter
to enforce each and every provision in accordance with the terms of this
Agreement.
15. Invalidity of Provisions. In the event that any
provision of this Agreement is adjudicated to be invalid or unenforceable under
applicable law, the validity and enforceability of the remaining provisions
shall be unaffected. To the extent that any provision of this Agreement is
adjudicated to be invalid or unenforceable because it is overbroad, that
provision shall not be void but rather shall be limited only to the extent
required by applicable law and enforced to the maximum extent allowed under
such law.
16. Assignment. This Agreement shall be freely assignable
by ▇▇▇▇▇ to any person, firm, corporation or other entity which shall succeed,
in whole or in part, to the business presently operated by ▇▇▇▇▇ and shall
inure to the benefit of, and be binding upon, ▇▇▇▇▇, its successors and
assigns; but, being a contract for personal services, neither this Agreement
nor any rights hereunder shall be assigned by Bridgewater.
17. Governing Law and Choice of Forum. This Agreement
shall be interpreted in accordance with and governed by the laws of the State
of Missouri. Any actions or proceedings arising out of or relating, directly
or indirectly, to this Agreement shall be filed and litigated exclusively in
any state or federal court located in the City or County of St. Louis.
18. Amendments. No modification, amendment or waiver of
any of the provisions of this Agreement shall be effective unless agreed to
in writing by the parties hereto.
19. Notices. Any notice to be given by either party
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or mailed, certified or registered mail, postage prepaid, as follows:
TO ▇▇▇▇▇: ▇▇▇▇▇ Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Vice President and General Counsel
TO BRIDGEWATER: ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address as may have been furnished to the other party by
written notice.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the 11th day of September, 1997 in the County
of St. Louis, State of Missouri.
▇▇▇▇▇ GROUP, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
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