{"id":39193,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-gillette-co-and-peter-klein.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-gillette-co-and-peter-klein","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-gillette-co-and-peter-klein.html","title":{"rendered":"Employment Agreement &#8211; Gillette Co. and Peter Klein"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\nAGREEMENT, dated as of the 21st day of March, 2001 (this \"Agreement\"), by and\nbetween The Gillette Company, a Delaware corporation (the \"Company\"), and Peter\nKlein (the \"Executive\").\n\n                  WHEREAS, the Company has determined that it is in its best\ninterests and that of its stockholders to assure that the Company will have the\ncontinued dedication of the Executive, notwithstanding the possibility, threat\nor occurrence of a Change of Control (as defined herein). The Company believes\nit is imperative to diminish the inevitable distraction of the Executive by\nvirtue of the personal uncertainties and risks created by a pending or\nthreatened Change of Control and to encourage the Executive's full attention and\ndedication to the current Company and in the event of any threatened or pending\nChange of Control, and to provide the Executive with compensation and benefits\narrangements upon a Change of Control that ensure that the compensation and\nbenefits expectations of the Executive will be satisfied and that are\ncompetitive with those of other corporations. Therefore, in order to accomplish\nthese objectives, the Company has entered into this Agreement.\n\n                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n                  Section 1. Certain Definitions. (a) \"Effective Date\" means the\n first date during the Change of Control Period (as defined herein) on which a \nChange of Control occurs. Notwithstanding anything in this Agreement to the \ncontrary, if a Change of Control occurs and if the Executive's employment with\nthe Company is terminated prior to the date on which the Change of Control\noccurs, and if it is reasonably demonstrated by the Executive that such\ntermination of employment (1) was at the request of a third party that has taken\nsteps reasonably calculated to effect a Change of Control or (2) otherwise arose\nin connection with or anticipation of a Change of Control, then \"Effective Date\"\nmeans the date immediately prior to the date of such termination of employment.\n\n                  (b) \"Change of Control Period\" means the period commencing on\nthe date hereof and ending on the third anniversary of the date hereof;\nprovided, however, that, commencing on the date one year after the date hereof,\nand on each annual anniversary of such date (such date and each annual\nanniversary thereof, the \"Renewal Date\"), unless previously terminated, the\nChange of Control Period shall be automatically extended so as to terminate\nthree years from such Renewal Date, unless, at least 60 days prior to the\nRenewal Date, the Company shall give notice to the Executive that the Change of\nControl Period shall not be so extended.\n\n                  (c)      \"Affiliated Company\" means any company controlled by,\n controlling or under common control with the Company.\n\n                  (d)      \"Change of Control\" means:\n\n                  (1) The acquisition by any individual, entity or group (within\nthe meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of\n1934, as amended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership\n(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or\nmore of either (A) the then-outstanding shares of common stock of the Company\n(the \"Outstanding Company Common Stock\") or (B) the combined voting power of the\nthen-outstanding voting securities of the Company entitled to vote generally in\nthe election of directors (the \"Outstanding Company Voting Securities\");\nprovided, however, that, for purposes of this Section 1(d)(1), the following\nacquisitions shall not constitute a Change of Control: (i) any acquisition\ndirectly from the Company, (ii) any acquisition by the Company, (iii) any\nacquisition by any employee benefit plan (or related trust) sponsored or\nmaintained by the Company or any Affiliated Company or (iv) any acquisition by\nany corporation pursuant to a transaction that complies with Sections\n1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).\n\n                  (2) Individuals who, as of the date hereof, constitute the\nBoard (the \"Incumbent Board\") cease for any reason to constitute at least a\nmajority of the Board; provided, however, that any individual becoming a\ndirector subsequent to the date hereof whose election, or nomination for\nelection by the Company's stockholders, was approved by a vote of at least a\nmajority of the directors then comprising the Incumbent Board shall be\nconsidered as though such individual were a member of the Incumbent Board, but\nexcluding, for this purpose, any such individual whose initial assumption of\noffice occurs as a result of an actual or threatened election contest with\nrespect to the election or removal of directors or other actual or threatened\nsolicitation of proxies or consents by or on behalf of a Person other than the\nBoard.\n\n                  (3) Consummation of a reorganization, merger, consolidation or\nsale or other disposition of all or substantially all of the assets of the\nCompany (a \"Business Combination\"), in each case, unless, following such\nBusiness Combination, (A) all or substantially all of the individuals and\nentities that were the beneficial owners of the Outstanding Company Common Stock\nand the Outstanding Company Voting Securities immediately prior to such Business\nCombination beneficially own, directly or indirectly, more than 60% of the\nthen-outstanding shares of common stock and the combined voting power of the\nthen-outstanding voting securities entitled to vote generally in the election of\ndirectors, as the case may be, of the corporation resulting from such Business\nCombination (including, without limitation, a corporation that, as a result of\nsuch transaction, owns the Company or all or substantially all of the Company's\nassets either directly or through one or more subsidiaries) in substantially the\nsame proportions as their ownership immediately prior to such Business\nCombination of the Outstanding Company Common Stock and the Outstanding Company\nVoting Securities, as the case may be, (B) no Person (excluding any corporation\nresulting from such Business Combination or any employee benefit plan (or\nrelated trust) of the Company or such corporation resulting from such Business\nCombination) beneficially owns, directly or indirectly, 20% or more of,\nrespectively, the then-outstanding shares of common stock of the corporation\nresulting from such Business Combination or the combined voting power of the\nthen-outstanding voting securities of such corporation, except to the extent\nthat such ownership existed prior to the Business Combination, and (C) at least\na majority of the members of the board of directors of the corporation resulting\nfrom such Business Combination were members of the Incumbent Board at the time\nof the execution of the initial agreement or of the action of the Board\nproviding for such Business Combination; or\n\n                  (4)      Approval by the stockholders of the Company of a \ncomplete liquidation or dissolution of the Company.\n\n                  (e) \"Recent Annual Bonus Percentage\" means the highest actual\nannual bonus percentage awarded to the Executive under the Company's annual\nincentive plans, or any comparable bonus under any predecessor or successor\nplan, for the last three full fiscal years prior to the Effective Date (and\nequal to 65% in the event that the Executive was not employed by the Company for\none full fiscal year prior to the Effective Date).\n\n                  (f) \"Highest Annual Bonus Percentage\" means the higher of (i)\nthe Executive's Recent Annual Bonus Percentage and (ii) sixty-five percent\n(65%).\n\n                  (g) \"Highest Annual Bonus\" means an amount equal to the\nproduct of (i) the Executive's Annual Base Salary at the Date of Termination and\n(ii) the Highest Annual Bonus Percentage.\n\n                   (h) \"Bonus Payment Amount\" means the amount actually paid to\nthe Executive pursuant to Section 13 of the Company's Incentive Bonus Plan or\nany comparable provision of any successor annual bonus plan.\n\n                  Section 2. Employment Period. The Company hereby agrees to\ncontinue the Executive in its employ, and the Executive hereby agrees to remain\nin the employ of the Company, subject to the terms and conditions of this\nAgreement, for the period commencing on the Effective Date and ending on the\nsecond anniversary of the Effective Date (the \"Employment Period\").\n\n                  Section 3. Terms of Employment. (a) Position and Duties. (1)\nDuring the Employment Period, (A) the Executive's position (including status,\noffices, titles and reporting requirements), authority, duties and\nresponsibilities shall be at least commensurate in all material respects with\nthe most significant of those held, exercised and assigned at any time during\nthe 120-day period immediately preceding the Effective Date and (B) the\nExecutive's services shall be performed at the office or location where the\nExecutive was employed immediately preceding the Effective Date or at any other\nlocation less than 35 miles from such office.\n\n                  (2) During the Employment Period, and excluding any periods of\nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote reasonable attention and time during normal business hours to the\nbusiness and affairs of the Company and, to the extent necessary to discharge\nthe responsibilities assigned to the Executive hereunder, to use the Executive's\nreasonable best efforts to perform faithfully and efficiently such\nresponsibilities. During the Employment Period, it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate, civic or charitable\nboards or committees, (B) deliver lectures, fulfill speaking engagements or\nteach at educational institutions and (C) manage personal investments, so long\nas such activities do not significantly interfere with the performance of the\nExecutive's responsibilities as an employee of the Company in accordance with\nthis Agreement. It is expressly understood and agreed that, to the extent that\nany such activities have been conducted by the Executive prior to the Effective\nDate, the continued conduct of such activities (or the conduct of activities\nsimilar in nature and scope thereto) subsequent to the Effective Date shall not\nthereafter be deemed to interfere with the performance of the Executive's\nresponsibilities to the Company.\n\n                  (b) Compensation. (1) Base Salary. During the Employment\nPeriod, the Executive shall receive an annual base salary (the \"Annual Base\nSalary\"), which Annual Base Salary shall be paid at a monthly rate at least\nequal to 12 times the highest monthly base salary paid or payable, including any\nbase salary that has been earned but deferred, to the Executive by the Company\nand the Affiliated Companies in respect of the 12-month period immediately\npreceding the month in which the Effective Date occurs. During the Employment\nPeriod, the Annual Base Salary shall be reviewed at least annually, beginning no\nmore than 12 months after the last salary increase awarded to the Executive\nprior to the Effective Date. Any increase in the Annual Base Salary shall not\nserve to limit or reduce any other obligation to the Executive under this\nAgreement. The Annual Base Salary shall not be reduced after any such increase\nand the term \"Annual Base Salary\" shall refer to the Annual Base Salary as so\nincreased.\n\n                  (2) Annual Bonus. In addition to the Annual Base Salary, the\nExecutive shall be awarded, for each fiscal year ending during the Employment\nPeriod, an annual bonus (the \"Annual Bonus\") in cash, determined as a percentage\nof Annual Base Salary which shall not be less than the Recent Annual Bonus\nPercentage. Each such Annual Bonus shall be paid no later than the end of the\nthird month of the fiscal year next following the fiscal year for which the\nAnnual Bonus is awarded, unless the Executive shall elect to defer the receipt\nof such Annual Bonus.\n\n                  (3) Incentive, Savings and Retirement Plans. During the\nEmployment Period, the Executive shall be entitled to participate in all\nincentive, savings and retirement plans, practices, policies, and programs\napplicable generally to other peer executives of the Company and the Affiliated\nCompanies, but in no event shall such plans, practices, policies and programs\nprovide the Executive with incentive opportunities (measured with respect to\nboth regular and special incentive opportunities, to the extent, if any, that\nsuch distinction is applicable), savings opportunities and retirement benefit\nopportunities, in each case, less favorable, in the aggregate, than the most\nfavorable of those provided by the Company and the Affiliated Companies for the\nExecutive under such plans, practices, policies and programs as in effect at any\ntime during the 120-day period immediately preceding the Effective Date or, if\nmore favorable to the Executive, those provided generally at any time after the\nEffective Date to other peer executives of the Company and the Affiliated\nCompanies.\n\n                  (4) Welfare Benefit Plans. During the Employment Period, the\nExecutive and\/or the Executive's family, as the case may be, shall be eligible\nfor participation in and shall receive all benefits under the Company's\nExecutive Life Insurance Plan and Estate Preservation Plan, and any other\nwelfare benefit plans, practices, policies and programs provided by the Company\nand the Affiliated Companies (including, without limitation, medical,\nprescription, dental, disability, employee\/spouse\/dependent life insurance and\ntravel accident insurance plans and programs) to the extent applicable generally\nto other peer executives of the Company and the Affiliated Companies, but in no\nevent shall such plans, practices, policies and programs provide the Executive\nwith benefits that are less favorable, in the aggregate, than the most favorable\nof such plans, practices, policies and programs in effect for the Executive at\nany time during the 120-day period immediately preceding the Effective Date or,\nif more favorable to the Executive, those provided generally at any time after\nthe Effective Date to other peer executives of the Company and the Affiliated\nCompanies.\n\n                  (5) Expenses. During the Employment Period, the Executive\nshall be entitled to receive prompt reimbursement for all reasonable expenses\nincurred by the Executive in accordance with the most favorable policies,\npractices and procedures of the Company and the Affiliated Companies in effect\nfor the Executive at any time during the 120-day period immediately preceding\nthe Effective Date or, if more favorable to the Executive, as in effect\ngenerally at any time thereafter with respect to other peer executives of the\nCompany and the Affiliated Companies.\n\n                  (6) Fringe Benefits. During the Employment Period, the\nExecutive shall be entitled to fringe benefits, including, without limitation,\ntax and financial planning services, parking benefits and fitness center\nmembership, in accordance with the most favorable plans, practices, programs and\npolicies of the Company and the Affiliated Companies in effect for the Executive\nat any time during the 120-day period immediately preceding the Effective Date\nor, if more favorable to the Executive, as in effect generally at any time\nthereafter with respect to other peer executives of the Company and the\nAffiliated Companies.\n\n                  (7) Office and Support Staff. During the Employment Period,\nthe Executive shall be entitled to an office or offices of a size and with\nfurnishings and other appointments, and to exclusive personal secretarial and\nother assistance, at least equal to the most favorable of the foregoing provided\nto the Executive by the Company and the Affiliated Companies at any time during\nthe 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive, as provided generally at any time thereafter with\nrespect to other peer executives of the Company and the Affiliated Companies.\n\n                  (8) Vacation. During the Employment Period, the Executive\nshall be entitled to paid vacation in accordance with the most favorable plans,\npolicies, programs and practices of the Company and the Affiliated Companies as\nin effect for the Executive at any time during the 120-day period immediately\npreceding the Effective Date or, if more favorable to the Executive, as in\neffect generally at any time thereafter with respect to other peer executives of\nthe Company and the Affiliated Companies.\n\n                  (9) Effect of Termination. Notwithstanding anything in this\nAgreement to the contrary, upon termination of employment for any reason, the\nEmployment Period shall cease and the Executive shall have no further right to\nany of the payments or benefits described in Sections 2 and 3.\n\n                  Section 4. Termination of Employment. (a) Death or Disability.\nThe Executive's employment shall terminate automatically if the Executive dies\nduring the Employment Period. If the Company determines in good faith that the\nDisability (as defined herein) of the Executive has occurred during the\nEmployment Period (pursuant to the definition of \"Disability\"), it may give to\nthe Executive written notice in accordance with Section 11(b) of its intention\nto terminate the Executive's employment. In such event, the Executive's\nemployment with the Company shall terminate effective on the 30th day after\nreceipt of such notice by the Executive (the \"Disability Effective Date\"),\nprovided that, within the 30 days after such receipt, the Executive shall not\nhave returned to full-time performance of the Executive's duties. \"Disability\"\nmeans the absence of the Executive from the Executive's duties with the Company\non a full-time basis for 180 consecutive business days as a result of incapacity\ndue to mental or physical illness that is determined to be total and permanent\nby a physician selected by the Company or its insurers and acceptable to the\nExecutive or the Executive's legal representative.\n\n                  (b)      Cause.  The Company may terminate the Executive's \nemployment during the Employment Period for Cause.  \"Cause\" means:\n\n                  (1) the willful and continued failure of the Executive to\n         perform substantially the Executive's duties with the Company or any\n         Affiliated Company (other than any such failure resulting from\n         incapacity due to physical or mental illness), after a written demand\n         for substantial performance is delivered to the Executive by the Board\n         or the Chief Executive Officer of the Company that specifically\n         identifies the manner in which the Board or the Chief Executive Officer\n         of the Company believes that the Executive has not substantially\n         performed the Executive's duties, or\n\n                  (2) the willful engaging by the Executive in illegal conduct\n         or gross misconduct that is materially and demonstrably injurious to\n         the Company.\n\nFor purposes of this Section 4(b), no act, or failure to act, on the part of the\nExecutive shall be considered \"willful\" unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief that the\nExecutive's action or omission was in the best interests of the Company. Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or upon the instructions of the Chief Executive Officer of\nthe Company or a senior officer of the Company or based upon the advice of\ncounsel for the Company shall be conclusively presumed to be done, or omitted to\nbe done, by the Executive in good faith and in the best interests of the\nCompany. The cessation of employment of the Executive shall not be deemed to be\nfor Cause unless and until there shall have been delivered to the Executive a\ncopy of a resolution duly adopted by the affirmative vote of not less than\nthree-quarters of the entire membership of the Board at a meeting of the Board\ncalled and held for such purpose (after reasonable notice is provided to the\nExecutive and the Executive is given an opportunity, together with counsel for\nthe Executive, to be heard before the Board), finding that, in the good faith\nopinion of the Board, the Executive is guilty of the conduct described in\nSection 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.\n\n                  (c)      Good Reason.  The Executive's employment may be \nterminated by the Executive for Good Reason.  \"Good Reason\" means:\n\n                  (1) the assignment to the Executive of any duties inconsistent\n         in any respect with the Executive's position (including status,\n         offices, titles and reporting requirements), authority, duties or\n         responsibilities as contemplated by Section 3(a), or any other action\n         by the Company that results in a diminution in such position,\n         authority, duties or responsibilities, excluding for this purpose an\n         isolated, insubstantial and inadvertent action not taken in bad faith\n         and that is remedied by the Company promptly after receipt of notice\n         thereof given by the Executive;\n\n                  (2) any failure by the Company to comply with any of the\n         provisions of Section 3(b), other than an isolated, insubstantial and\n         inadvertent failure not occurring in bad faith and that is remedied by\n         the Company promptly after receipt of notice thereof given by the\n         Executive;\n\n                  (3) the Company's requiring the Executive to be based at any\n         office or location other than as provided in Section 3(a)(1)(B) or the\n         Company's requiring the Executive to travel on Company business to a\n         substantially greater extent than required immediately prior to the\n         Effective Date;\n\n                  (4)      any purported termination by the Company of the \nExecutive's employment otherwise than as expressly permitted by this Agreement;\nor\n\n                  (5)      any failure by the Company to comply with and satisfy\nSection 10(c).\n\n                  For purposes of this Section 4(c), any good faith\ndetermination of Good Reason made by the Executive shall be conclusive. Anything\nin this Agreement to the contrary notwithstanding, a termination by the\nExecutive for any reason during the 30-day period immediately following the\nfirst anniversary of the Effective Date shall be deemed to be a termination for\nGood Reason for all purposes of this Agreement.\n\n                  (d) Notice of Termination. Any termination by the Company for\nCause, or by the Executive for Good Reason, shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 11(b).\n\"Notice of Termination\" means a written notice that (1) indicates the specific\ntermination provision in this Agreement relied upon, (2) to the extent\napplicable, sets forth in reasonable detail the facts and circumstances claimed\nto provide a basis for termination of the Executive's employment under the\nprovision so indicated, and (3) if the Date of Termination (as defined herein)\nis other than the date of receipt of such notice, specifies the Date of\nTermination (which Date of Termination shall be not more than 30 days after the\ngiving of such notice). The failure by the Executive or the Company to set forth\nin the Notice of Termination any fact or circumstance that contributes to a\nshowing of Good Reason or Cause shall not waive any right of the Executive or\nthe Company, respectively, hereunder or preclude the Executive or the Company,\nrespectively, from asserting such fact or circumstance in enforcing the\nExecutive's or the Company's respective rights hereunder.\n\n                  (e) Date of Termination. \"Date of Termination\" means (1) if\nthe Executive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt of the Notice of Termination or\nany later date specified in the Notice of Termination, as the case may be, (2)\nif the Executive's employment is terminated by the Company other than for Cause\nor Disability, the Date of Termination shall be the date on which the Company\nnotifies the Executive of such termination, and (3) if the Executive's\nemployment is terminated by reason of death or Disability, the Date of\nTermination shall be the date of death of the Executive or the Disability\nEffective Date, as the case may be.\n\n                  Section 5.        Obligations of the Company upon Termination.\n(a)  Good Reason; Other Than for Cause, Death or Disability.  If, during the \nEmployment Period, the Company terminates the Executive's employment other than\n for Cause or Disability or the Executive terminates employment for Good Reason:\n\n                  (1) the Company shall pay to the Executive, in a lump sum in\n         cash within 30 days after the Date of Termination, the aggregate of the\n         following amounts:\n\n                           (A) the sum of (i) the Executive's Annual Base Salary\n                  through the Date of Termination to the extent not theretofore\n                  paid, (ii) the product of (x) the Highest Annual Bonus and (y)\n                  a fraction, the numerator of which is the number of days in\n                  the current fiscal year through the Date of Termination and\n                  the denominator of which is 365, reduced (but not below zero),\n                  if the Date of Termination occurs in the same fiscal year as\n                  the Change of Control, by the Executive's Bonus Payment\n                  Amount, (iii) if elected by the Executive, any compensation\n                  previously deferred by the Executive under the Company's\n                  Supplemental Savings Plan, Incentive Bonus Plan and\/or Stock\n                  Equivalent Unit Plan (together with any accrued interest or\n                  earnings thereon), and (iv) any accrued vacation pay, in each\n                  case to the extent not theretofore paid (the sum of the\n                  amounts described in subclauses (i), (ii), (iii) and (iv), the\n                  \"Accrued Obligations\"); and\n\n                           (B)      the amount equal to the product of (i) three\n                  and (ii) the sum of (x) the Executive's Annual Base Salary and\n                 (y) the Executive's Highest Annual Bonus; and\n\n                           (C) if elected by the Executive within 60 days\n                  following execution of this Agreement and prior to the\n                  Effective Date, in lieu of and substitution for the applicable\n                  portion of the Executive's monthly benefit otherwise payable\n                  under the final paragraph of Article IV, Section 1 or\n                  paragraph (a) of Article V, Section 3 of the Company's\n                  Retirement Plan and the final paragraph of Section 3 of\n                  Supplemental Retirement Plan (collectively, the \"Retirement\n                  Plans\"), an amount equal to the excess of (i) the lump sum\n                  actuarial equivalent (utilizing the interest rate and\n                  mortality table in effect for lump sum distributions under the\n                  Retirement Plan immediately prior to the Effective Date, and\n                  determined assuming benefit commencement as of the Date of\n                  Termination) of the benefit under the Retirement Plans that\n                  the Executive would receive if the Executive's employment\n                  continued for three years after the Date of Termination,\n                  assuming for this purpose that all accrued benefits are fully\n                  vested and assuming that the Executive's compensation in each\n                  of the three years is the Annual Base Salary and Highest\n                  Annual Bonus, over (ii) the lump sum actuarial equivalent\n                  (determined in the same manner as in clause (i) above) of the\n                  Executive's actual benefit (paid or payable), if any, under\n                  the Retirement Plans as of the Date of Termination without\n                  regard to such three years' compensation and service;\n\n                  (2) for three years after the Executive's Date of Termination,\n         or such longer period as may be provided by the terms of the\n         appropriate plan, program, practice or policy, the Company shall\n         continue welfare benefits to the Executive and\/or the Executive's\n         family at least equal to those that would have been provided to them in\n         accordance with the plans, programs, practices and policies described\n         in Section 3(b)(4) if the Executive's employment had not been\n         terminated or, if more favorable to the Executive, as in effect\n         generally at any time thereafter with respect to other peer executives\n         of the Company and the Affiliated Companies and their families,\n         provided, however, that, if the Executive becomes reemployed with\n         another employer and is eligible to receive medical or other welfare\n         benefits under another employer provided plan, the medical and other\n         welfare benefits described herein shall be secondary to those provided\n         under such other plan during such applicable period of eligibility. For\n         purposes of determining the Executive's eligibility for retiree\n         benefits pursuant to such welfare plans, practices, programs and\n         policies, the Executive shall be considered to have remained employed\n         until three years after the Date of Termination, provided, however,\n         that the Executive's commencement of such retiree benefits shall not be\n         any sooner than the Executive's earliest retirement date under the\n         Retirement Plans;\n\n                  (3) the Company shall, at its sole expense as incurred,\n         provide the Executive with outplacement services the scope and provider\n         of which shall be selected by the Executive in the Executive's sole\n         discretion; and\n\n                  (4) to the extent not theretofore paid or provided, the\n         Company shall timely pay or provide to the Executive any other amounts\n         or benefits required to be paid or provided or that the Executive is\n         eligible to receive under any plan, program, policy or practice or\n         contract or agreement of the Company and the Affiliated Companies (such\n         other amounts and benefits, the \"Other Benefits\").\n\n                  (b) Death. If the Executive's employment is terminated by\nreason of the Executive's death during the Employment Period, the Company shall\nhave no further obligations to the Executive's legal representatives under this\nAgreement, except for payment of the Accrued Obligations and the timely payment\nor provision of the Other Benefits. The Accrued Obligations shall be paid to the\nExecutive's estate or beneficiary, as applicable, in a lump sum in cash within\n30 days of the Date of Termination. With respect to the provision of the Other\nBenefits, the term \"Other Benefits\" as utilized in this Section 5(b) shall\ninclude, without limitation, and the Executive's estate and\/or beneficiaries\nshall be entitled to receive, benefits at least equal to the most favorable\nbenefits provided by the Company and the Affiliated Companies to the estates and\nbeneficiaries of peer executives of the Company and the Affiliated Companies\nunder such plans, programs, practices and policies relating to death benefits,\nif any, as in effect with respect to other peer executives and their\nbeneficiaries at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive's estate and\/or the\nExecutive's beneficiaries, as in effect on the date of the Executive's death\nwith respect to other peer executives of the Company and the Affiliated\nCompanies and their beneficiaries.\n\n                  (c) Disability. If the Executive's employment is terminated by\nreason of the Executive's Disability during the Employment Period, the Company\nshall have no further obligations to the Executive under this Agreement, except\nfor payment of the Accrued Obligations and the timely payment or provision of\nthe Other Benefits. The Accrued Obligations shall be paid to the Executive in a\nlump sum in cash within 30 days of the Date of Termination. With respect to the\nprovision of the Other Benefits, the term \"Other Benefits\" as utilized in this\nSection 5(c) shall include, and the Executive shall be entitled after the\nDisability Effective Date to receive, disability and other benefits at least\nequal to the most favorable of those generally provided by the Company and the\nAffiliated Companies to disabled executives and\/or their families in accordance\nwith such plans, programs, practices and policies relating to disability, if\nany, as in effect generally with respect to other peer executives and their\nfamilies at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive and\/or the Executive's\nfamily, as in effect at any time thereafter generally with respect to other peer\nexecutives of the Company and the Affiliated Companies and their families.\n\n                  (d) Cause; Other Than for Good Reason. If the Executive's\nemployment is terminated for Cause during the Employment Period, the Company\nshall have no further obligations to the Executive under this Agreement, except\nfor payment to the Executive of (1) the Executive's Annual Base Salary through\nthe Date of Termination, (2) the amount of any compensation previously deferred\nby the Executive, and (3) the Other Benefits, in each case, to the extent\ntheretofore unpaid. If the Executive voluntarily terminates employment during\nthe Employment Period, excluding a termination for Good Reason, the Company\nshall have no further obligations to the Executive under this Agreement, except\nfor payment of the Accrued Obligations and the timely payment or provision of\nthe Other Benefits. In such case, all the Accrued Obligations shall be paid to\nthe Executive in a lump sum in cash within 30 days of the Date of Termination.\n\n                  Section 6. Non-exclusivity of Rights. Nothing in this\nAgreement shall prevent or limit the Executive's continuing or future\nparticipation in any plan, program, policy or practice provided by the Company\nor the Affiliated Companies and for which the Executive may qualify, nor,\nsubject to Section 11(f), shall anything herein limit or otherwise affect such\nrights as the Executive may have under any other contract or agreement with the\nCompany or the Affiliated Companies. Amounts that are vested benefits or that\nthe Executive is otherwise entitled to receive under any plan, policy, practice\nor program of or any contract or agreement with the Company or the Affiliated\nCompanies at or subsequent to the Date of Termination shall be payable in\naccordance with such plan, policy, practice or program or contract or agreement,\nexcept as explicitly modified by this Agreement.\n\n                  Section 7. Full Settlement. The Company's obligation to make\nthe payments provided for in this Agreement and otherwise to perform its\nobligations hereunder shall not be affected by any set-off, counterclaim,\nrecoupment, defense, or other claim, right or action that the Company may have\nagainst the Executive or others. In no event shall the Executive be obligated to\nseek other employment or take any other action by way of mitigation of the\namounts payable to the Executive under any of the provisions of this Agreement,\nand such amounts shall not be reduced whether or not the Executive obtains other\nemployment. The Company agrees to pay as incurred, to the full extent permitted\nby law, all legal fees and expenses that the Executive may reasonably incur as a\nresult of any contest (regardless of the outcome thereof) by the Company, the\nExecutive or others of the validity or enforceability of, or liability under,\nany provision of this Agreement or any guarantee of performance thereof\n(including as a result of any contest by the Executive about the amount of any\npayment pursuant to this Agreement), plus, in each case, interest on any delayed\npayment at the applicable federal rate provided for in Section 7872(f)(2)(A) of\nthe Internal Revenue Code of 1986, as amended (the \"Code\").\n\n                  Section 8.        Certain Additional Payments by the Company.\n\n                  (a) Anything in this Agreement to the contrary\nnotwithstanding, in the event it shall be determined that any payment or\ndistribution by the Company or the Affiliated Companies to or for the benefit of\nthe Executive (whether paid or payable or distributed or distributable pursuant\nto the terms of this Agreement or otherwise but determined without regard to any\nadditional payments required under this Section 8) (the \"Payment\") would be\nsubject to the excise tax imposed by Section 4999 of the Code, or any interest\nor penalties are incurred by the Executive with respect to such excise tax (such\nexcise tax, together with any such interest and penalties, collectively, the\n\"Excise Tax\"), then the Executive shall be entitled to receive an additional\npayment (the \"Gross-Up Payment\") in an amount such that after payment by the\nExecutive of all taxes (including any interest or penalties imposed with respect\nto such taxes), including, without limitation, any income taxes (and any\ninterest and penalties imposed with respect thereto) and Excise Tax imposed upon\nthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Payments.\n\n                  (b) Subject to the provisions of Section 8(c), all\ndeterminations required to be made under this Section 8, including whether and\nwhen a Gross-Up Payment is required and the amount of such Gross-Up Payment and\nthe assumptions to be utilized in arriving at such determination, shall be made\nby KPMG Peat Marwick or such other certified public accounting firm as may be\ndesignated by the Executive (the \"Accounting Firm\") that shall provide detailed\nsupporting calculations both to the Company and the Executive within 15 business\ndays of the receipt of notice from the Executive that there has been a Payment\nor such earlier time as is requested by the Company. In the event that the\nAccounting Firm is serving as accountant or auditor for the individual, entity\nor group effecting the Change of Control, the Executive shall appoint another\nnationally recognized accounting firm to make the determinations required\nhereunder (which accounting firm shall then be referred to as the Accounting\nFirm hereunder). All fees and expenses of the Accounting Firm shall be borne\nsolely by the Company. Any Gross-Up Payment, as determined pursuant to this\nSection 8, shall be paid by the Company to the Executive within five days of the\nreceipt of the Accounting Firm's determination. Any determination by the\nAccounting Firm shall be binding upon the Company and the Executive. As a result\nof the uncertainty in the application of Section 4999 of the Code at the time of\nthe initial determination by the Accounting Firm hereunder, it is possible that\nGross-Up Payments that will not have been made by the Company should have been\nmade (the \"Underpayment\"), consistent with the calculations required to be made\nhereunder. In the event the Company exhausts its remedies pursuant to Section\n8(c) and the Executive thereafter is required to make a payment of any Excise\nTax, the Accounting Firm shall determine the amount of the Underpayment that has\noccurred and any such Underpayment shall be promptly paid by the Company to or\nfor the benefit of the Executive.\n\n                  (c) The Executive shall notify the Company in writing of any\nclaim by the Internal Revenue Service that, if successful, would require the\npayment by the Company of the Gross-Up Payment. Such notification shall be given\nas soon as practicable but no later than 10 business days after the Executive is\ninformed in writing of such claim and shall apprise the Company of the nature of\nsuch claim and the date on which such claim is requested to be paid. The\nExecutive shall not pay such claim prior to the expiration of the 30-day period\nfollowing the date on which the Executive gives such notice to the Company (or\nsuch shorter period ending on the date that any payment of taxes with respect to\nsuch claim is due). If the Company notifies the Executive in writing prior to\nthe expiration of such period that the Company desires to contest such claim,\nthe Executive shall:\n\n                  (1)      give the Company any information reasonably requested\n          by the Company relating to such\n         claim,\n\n                  (2) take such action in connection with contesting such claim\n         as the Company shall reasonably request in writing from time to time,\n         including, without limitation, accepting legal representation with\n         respect to such claim by an attorney reasonably selected by the\n         Company,\n\n                  (3)      cooperate with the Company in good faith in order \n         effectively to contest such claim, and\n\n                  (4)      permit the Company to participate in any proceedings \n         relating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest, and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis Section 8(c), the Company shall control all proceedings taken in connection\nwith such contest, and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the\napplicable taxing authority in respect of such claim and may, at its sole\noption, either direct the Executive to pay the tax claimed and sue for a refund\nor contest the claim in any permissible manner, and the Executive agrees to\nprosecute such contest to a determination before any administrative tribunal, in\na court of initial jurisdiction and in one or more appellate courts, as the\nCompany shall determine; provided, however, that, if the Company directs the\nExecutive to pay such claim and sue for a refund, the Company shall advance the\namount of such payment to the Executive, on an interest-free basis, and shall\nindemnify and hold the Executive harmless, on an after-tax basis, from any\nExcise Tax or income tax (including interest or penalties with respect thereto)\nimposed with respect to such advance or with respect to any imputed income with\nrespect to such advance; and provided, further, that any extension of the\nstatute of limitations relating to payment of taxes for the taxable year of the\nExecutive with respect to which such contested amount is claimed to be due is\nlimited solely to such contested amount. Furthermore, the Company's control of\nthe contest shall be limited to issues with respect to which the Gross-Up\nPayment would be payable hereunder, and the Executive shall be entitled to\nsettle or contest, as the case may be, any other issue raised by the Internal\nRevenue Service or any other taxing authority.\n\n                  (d) If, after the receipt by the Executive of an amount\nadvanced by the Company pursuant to Section 8(c), the Executive becomes entitled\nto receive any refund with respect to such claim, the Executive shall (subject\nto the Company's complying with the requirements of Section 8(c)) promptly pay\nto the Company the amount of such refund (together with any interest paid or\ncredited thereon after taxes applicable thereto). If, after the receipt by the\nExecutive of an amount advanced by the Company pursuant to Section 8(c), a\ndetermination is made that the Executive shall not be entitled to any refund\nwith respect to such claim and the Company does not notify the Executive in\nwriting of its intent to contest such denial of refund prior to the expiration\nof 30 days after such determination, then such advance shall be forgiven and\nshall not be required to be repaid and the amount of such advance shall offset,\nto the extent thereof, the amount of Gross-Up Payment required to be paid.\n\n                  Section 9. Confidential Information. The Executive shall hold\nin a fiduciary capacity for the benefit of the Company all secret or\nconfidential information, knowledge or data relating to the Company or the\nAffiliated Companies, and their respective businesses, which information,\nknowledge or data shall have been obtained by the Executive during the\nExecutive's employment by the Company or the Affiliated Companies and which\ninformation, knowledge or data shall not be or become public knowledge (other\nthan by acts by the Executive or representatives of the Executive in violation\nof this Agreement). After termination of the Executive's employment with the\nCompany, the Executive shall not, without the prior written consent of the\nCompany or as may otherwise be required by law or legal process, communicate or\ndivulge any such information, knowledge or data to anyone other than the Company\nand those persons designated by the Company. In no event shall an asserted\nviolation of the provisions of this Section 9 constitute a basis for deferring\nor withholding any amounts otherwise payable to the Executive under this\nAgreement.\n\n                  Section 10.       Successors.  (a)  This Agreement is personal\n to the Executive, and, without the prior written consent of the Company, shall\n not be assignable by the Executive other than by will or the laws \nof descent and distribution.  This Agreement shall inure to the benefit of and \nbe enforceable by the Executive's legal representatives.\n\n                  (b)      This Agreement shall inure to the benefit of and be \nbinding upon the Company and its successors and assigns.\n\n                  (c) The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. \"Company\" means the Company as hereinbefore defined and any\nsuccessor to its business and\/or assets as aforesaid that assumes and agrees to\nperform this Agreement by operation of law or otherwise.\n\n                  Section 11. Miscellaneous. (a) This Agreement shall be\ngoverned by and construed in accordance with the laws of the State of Delaware,\nwithout reference to principles of conflict of laws. The captions of this\nAgreement are not part of the provisions hereof and shall have no force or\neffect. This Agreement may not be amended or modified other than by a written\nagreement executed by the parties hereto or their respective successors and\nlegal representatives.\n\n                  (b) All notices and other communications hereunder shall be in\nwriting and shall be given by hand delivery to the other party or by registered\nor certified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n                  if to the Executive:\n                           Mr. Peter Klein\n                           Prudential Tower Building\n                           Boston, Massachusetts 02199\n\n                  if to the Company:\n\n                           The Gillette Company\n                           Prudential Tower Building\n                           Boston, Massachusetts 02199\n                           Attention:  General Counsel\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n                  (c) The invalidity or unenforceability of any provision of\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement.\n\n                  (d) The Company may withhold from any amounts payable under\nthis Agreement such United States federal, state or local or foreign taxes as\nshall be required to be withheld pursuant to any applicable law or regulation.\n\n                  (e) The Executive's or the Company's failure to insist upon\nstrict compliance with any provision of this Agreement or the failure to assert\nany right the Executive or the Company may have hereunder, including, without\nlimitation, the right of the Executive to terminate employment for Good Reason\npursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver\nof such provision or right or any other provision or right of this Agreement.\n\n                  (f) The Executive and the Company acknowledge that, except as\nmay otherwise be provided under any other written agreement between the\nExecutive and the Company, the employment of the Executive by the Company is \"at\nwill\" and, subject to Section 1(a), prior to the Effective Date, the Executive's\nemployment may be terminated by either the Executive or the Company at any time\nprior to the Effective Date, in which case the Executive shall have no further\nrights under this Agreement. From and after the Effective Date: (i) this\nAgreement shall supersede any other agreement between the parties with respect\nto the subject matter hereof, and (ii) if the Executive receives severance\nbenefits under Section 5(a), the Executive shall not be entitled to receive\nseverance pay or benefits under any other plan, program, policy or arrangement\nof the Company providing severance benefits.\n\n                  IN WITNESS WHEREOF, the Executive has hereunto set the\nExecutive's hand and, pursuant to the authorization from the Board, the Company\nhas caused these presents to be executed in its name on its behalf, all as of\nthe day and year first above written.\n\n\n\n                                                 \/s\/ Peter Klein\n                                                 Peter Klein\n\n                                                 THE GILLETTE COMPANY\n\n\n\n                                          By:    \/s\/ Robert E. DiCenso\n                                                 Robert E. DiCenso \n                                          Title: Senior Vice President,\n                                                 Personnel and Administration\n                                                    \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7640],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-39193","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gillette-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39193","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39193"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39193"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39193"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39193"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}