{"id":39194,"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-klein2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-gillette-co-and-peter-klein2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-gillette-co-and-peter-klein2.html","title":{"rendered":"Employment Agreement &#8211; Gillette Co. and Peter Klein"},"content":{"rendered":"<pre>\n\nMarch 12, 2001\n\nMr. Peter Klein\n71 Sterling Road\nHarrison, N.Y. 10528-1427\n\nDear Peter:\n\nI am pleased to extend our offer of employment with The Gillette Company in the\nposition of Senior Vice President -Strategy and Business Development at a\nstarting monthly base salary of $30,833.33, effective March 21, 2001. Your base\nsalary will be reviewed annually for any upward adjustment in the discretion of\nthe CEO and Personnel Committee. Your signature at the end of this letter will\nevidence your acceptance of this offer and, subject to your appointment as\nSenior Vice President of the Company by the Board of Directors at its meeting on\nMarch 15, 2001, will bind both you and the Company on the terms and conditions\nset forth below.\n\nThe position of Senior Vice President Strategy and Business Development will\nreport directly to the CEO. The specific job description and overall\nresponsibilities of the position will be fixed by the CEO, in consultation with\nme and you, and will be based on the original draft job description previously\nsupplied by you to the CEO and myself.\n\nIn addition to your base salary, you will be eligible for the Incentive Bonus\nPlan in 2001, payable in early 2002. The target bonus percentage for your\nposition is 65% of your year end salary, with a maximum award up to 98%. The\nreceipt of a bonus under this plan is normally contingent upon the Company\nmeeting its overall targets and upon individual job performance during the year.\nFor the incentive year 2001, a minimum award equal to target bonus, pro rated\nfor the period of employment, is guaranteed and will be paid.\n\nYou will be eligible for grants under the Company's Stock Option Plan and will\nbe recommended for a special grant of 100,000 stock options to the Personnel\nCommittee of the Board of Directors, to be awarded to you effective with your\nfirst day of employment. You will also be eligible, starting in June 2001, for\nannual stock option awards of similar size under the Stock Option Plan. Such\ngrants will be subject to the discretion of the Personnel Committee of the Board\nof Directors. In the event that the initial 100,000 share option grant or the\nshare option grant to be awarded in June 2001 are not approved by the Personnel\nCommittee, you will be eligible to resign (provided you do so within thirty (30)\ndays after the decision on the option or long term incentive grant is tendered\nto you), and such resignation will be treated as an involuntary separation by\nthe Company so that you will receive the Separation Allowance provided for\nbelow. In such event, subject to Personnel Committee approval, all previously\ngranted option shares, if any, will be immediately vested as of the date of your\nresignation with an exercise period of at least three (3) years thereafter.\n\nYou will receive a special one-time cash payment of $100,000 to be included in\nyour first regular salary check.\n\nIn addition to these compensation provisions, you will be eligible to\nparticipate in a wide range of benefits as set forth below. The Company\nbrochures describing our major benefit plans are being delivered to you under\nseparate cover. In the event of conflict between the terms of the benefit plans\nas described in those brochures and the terms of each of those plans as\ndescribed in the respective plan documents, the terms and provisions of the plan\ndocuments will govern. Plan documents will be made available to you within 10\ndays of the commencement of your employment. The Company reserves the right to\nmodify, amend or terminate all of the executive and employee benefit plans and\nprograms described herein with respect to participants and you agree to such\nmodifications, amendments and terminations which apply to participants generally\nshall supercede the terms of this letter agreement except with respect to the\ndefinition of involuntary separation as defined below.\n\nVacation: You will be entitled to no less than four (4) weeks of paid vacation\nin 2001 and in all future years in accordance with Gillette's vacation policy.\n\nRelocation:  You will receive the  provisions  of the Newly Hired  Executive  \nRelocation  Policy;  a copy of which is enclosed for your reference.\n\nExecutive Life Insurance: Provides coverage of four times your annual base\nsalary subject to medical underwriting (evidence of insurability). The Company\npays the premium for this coverage.\n\nDependent Life Insurance: Provides coverage of between $10,000 and $50,000 for\nyour spouse and between $5,000 and $25,000 for any dependent children under the\nage of 19. The monthly premium for this insurance will depend on the coverage\nyou select.\n\nMedical\/Dental Insurance: Coverage is available immediately upon your employment\nand you may choose from a variety of plans. Participants pay approximately 20% -\n30% of the cost of this coverage subject to the type of coverage chosen. Per our\ndiscussions, you have opted to continue on the Nabisco medical\/dental plans\nthrough the earlier of the day before a Change in Control of the Company, as\nthat term is defined in your Change in Control Employment Agreement referred to\nbelow, or December 31, 2003, at or after which time you will be eligible to join\nthe Gillette plan.\n\nEmployees' Savings Plan-401k: Participation in this plan will allow you to save\nup to 15% of your compensation (base salary and any bonuses) on both a pre-tax\nand after-tax basis, depending upon your election. Under the current plan,\nCompany contributions, in the form of Gillette Common Stock, are paid in the\nratio of one dollar for every two dollars you save up to 10%. You will be\neligible to participate in this plan on your date of hire. Additionally, the\nCompany has a supplemental savings plan that allows you to continue saving\n(deferred income) after you've reached the IRS limit. (A proposed change to\nimprove the Company match is scheduled to be acted upon at the upcoming\nshareholder meeting.)\n\nPension Plan: The Company offers a non-contributory Retirement Plan designed to\nwork with The Employees' Savings Plan to provide financial security in\nretirement. Pension benefits are based on years of service with the Company, age\nat retirement and earnings with the Company. You will receive credit for your\nprior service with The Gillette Company.\n\nFinancial Planning: Annual reimbursement by the Company of up to $5,000 to cover\nestate planning, financial counseling and tax preparation. A one time payment of\nup to $10,000 to cover your cost of legal counsel in connection to negotiating\nand documenting the terms and conditions of your employment with the Company.\n\nEstate Preservation Plan: You will be eligible to join the plan immediately upon\nyour employment. This life insurance program provides payment of $1,000,000 to\nyour beneficiary after the last to die of you and your spouse. The intent of\nthis plan is to provide funds for the payment of taxes on your estate. The cost\nof this program is shared by you and the Company.\n\nParking:  You will be eligible for free parking in the executive  parking lot at\nthe Prudential Tower Building  (subject to IRS imputed income rules).\n\nOptions: The Company, through the CEO and myself, will propose to the Personnel\nCommittee that if you are ever involuntarily separated by the Company for\nreasons other than cause, all options issued to you and not yet vested would\nimmediately vest in their entirety, and we will propose that for all of your\noptions the exercise period be extended from 90 days to three years. If your\nemployment with the Company terminates after you become retirement eligible\nunder the Company's Retirement Plan, the applicable option exercise period will\nbe five years from retirement.\n\nSeparation Allowance: If you are involuntarily separated by the Company for\nreasons other than cause during either 2001 or 2002, you will receive a\nseverance payment of two times the sum of (1) your base salary at the time of\nyour last day of employment and (2) an amount calculated by multiplying your\nbase salary by the percentage amount received for the incentive year 2001 but no\nless than your target bonus for that year. Thereafter, if you are involuntarily\nseparated by the Company for reasons other than cause, the Company's severance\npractices in effect at that time for officers of the same or similar status\nshall apply. You may be terminated for cause only if you are convicted, by plea\nor after trial, of a felony or any crime involving moral turpitude; or you\nwillfully engage in gross neglect of your duties to the Company in a manner that\nhas caused, or is reasonable expected to cause, material harm to the Company and\nits business, provided that in so acting or failing to act you were not\noperating in the good faith belief that your conduct was in or not contrary to\nthe best interests of the Company. If your action was undertaken pursuant to the\ndirectives of the Board of Directors, or any committee or sub-committee thereof,\nthe CEO or the General Counsel, you will be presumed to have acted in good\nfaith. Involuntary separation will be deemed to mean any termination of your\nemployment by the Company for any reason other than for cause (as defined\nherein), including any breach of this agreement by the Company or any failure to\ngrant target options or long term incentives as outlined above.\n\nOur offer is contingent upon your successful completion of a medical screening,\nwhich includes a test for alcohol intoxication and use of controlled substances.\nUpon acceptance of our offer of employment, arrangements will be made for your\npre-placement medical screening.\n\nYou and the Company will enter into (within ten (10) days after the commencement\nof your employment) a separate Change of Control Employment Contract in the form\nattached hereto. That document will become operative and supercede the terms of\nthis letter only in the event of a Change in Control as defined therein. In all\nother respects this letter and the Company's policies and procedure as they may\nchange from time to time will control your relationship with the Company.\n\nAll of us here at Gillette are certain that you will find this position to be a\nchallenging one and that you will be able to make a positive, strong\ncontribution to the Company. In the meantime, if you have any questions, please\nfeel free to call me.\n\n\n\nSincerely,                                   Agreed &amp; Accepted\n\n\/s\/ Robert E. DiCenso                        Dated: 3\/13\/01\nRobert E. DiCenso\nSenior Vice President,                       By:    \/s\/ Peter Klein\nPersonnel and Administration\n\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-39194","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\/39194","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=39194"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39194"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39194"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39194"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}