{"id":39196,"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-robert-g-king.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-gillette-co-and-robert-g-king","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-gillette-co-and-robert-g-king.html","title":{"rendered":"Employment Agreement &#8211; Gillette Co. and Robert G. King"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n          AGREEMENT, dated as of the 16th day of December, 1999 (this\n'Agreement'), by and between The Gillette Company, a Delaware corporation (the\n'Company'), and Robert G. King (the 'Executive').\n\n          WHEREAS, the Company has determined that it is in its best interests\nand that of its stockholders to assure that the Company will have the continued\ndedication of the Executive, notwithstanding the possibility, threat or\noccurrence of a Change of Control (as defined herein). The Company believes it\nis imperative to diminish the inevitable distraction of the Executive by virtue\nof the personal uncertainties and risks created by a pending or threatened\nChange 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\nfirst 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 the\ndate hereof and ending on the third anniversary of the date hereof; provided,\nhowever, that, commencing on the date one year after the date hereof, and on\neach annual anniversary of such date (such date and each annual anniversary\nthereof, the 'Renewal Date'), unless previously terminated, the Change of\nControl Period shall be automatically extended so as to terminate three years\nfrom such Renewal Date, unless, at least 60 days prior to the Renewal Date, the\nCompany shall give notice to the Executive that the Change of Control Period\nshall not be so extended.\n\n          (c)  'Affiliated Company' means any company controlled by, controlling\nor under common control with the Company.\n\n          (d)  'Change of Control' means:\n\n\n\n\n\n          (1)  The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act')) (a 'Person') of beneficial ownership (within\nthe meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of\neither (A) the then-outstanding shares of common stock of the Company (the\n'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 l(d), 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\nl(d)(3)(A), l(d)(3)(B) and l(d)(3)(C).\n\n          (2)  Individuals who, as of the date hereof, constitute the Board (the\n'Incumbent Board') cease for any reason to constitute at least a majority of the\nBoard; provided, however, that any individual becoming a director subsequent to\nthe date hereof whose election, or nomination for election by the Company's\nstockholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board.\n\n          (3)  Consummation of a reorganization, merger, consolidation or sale\nor other disposition of all or substantially all of the assets of the Company (a\n'Business Combination'), in each case, unless, following such Business\nCombination, (A) all or substantially all of the individuals and entities that\nwere the beneficial owners of the Outstanding Company Common Stock and the\nOutstanding 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\n\n\n                                      -2-\n\n\n\nthe members of the board of directors of the corporation resulting from such\nBusiness Combination were members of the Incumbent Board at the time of the\nexecution of the initial agreement or of the action of the Board providing for\nsuch Business Combination; or\n\n          (4)  Approval by the stockholders of the Company of a complete\nliquidation or dissolution of the Company.\n\n          (e)  'Recent Annual Bonus Percentage' means the highest actual annual\nbonus percentage awarded to the Executive under the Company's annual incentive\nplans, or any comparable bonus under any predecessor or successor plan, for the\nlast three full fiscal years prior to the Effective Date.\n\n          (f)  'Highest Annual Bonus Percentage' means the higher of (i) the\nExecutive's Recent Annual Bonus Percentage and (ii) sixty-five percent (65%).\n\n          (g)  'Highest Annual Bonus' means an amount equal to the product of\n(i) the Executive's Annual Base Salary at the Date of Termination and (ii) the\nHighest Annual Bonus Percentage.\n\n          (h)  'Bonus Payment Amount' means the amount actually paid to the\nExecutive pursuant to Section 13 of the Company's Incentive Bonus Plan or any\ncomparable 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\n\n\n                                      -3-\n\n\n\ninstitutions and (C) manage personal investments, so long as such activities do\nnot significantly interfere with the performance of the Executive's\nresponsibilities as an employee of the Company in accordance with this\nAgreement. It is expressly understood and agreed that, to the extent that any\nsuch 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 Period, the\nExecutive shall receive an annual base salary (the 'Annual Base Salary'), which\nAnnual Base Salary shall be paid at a monthly rate at least equal to 12 times\nthe highest monthly base salary paid or payable, including any base salary that\nhas been earned but deferred, to the Executive by the Company and the Affiliated\nCompanies in respect of the 12-month period immediately preceding the month in\nwhich the Effective Date occurs. During the Employment Period, the Annual Base\nSalary shall be reviewed at least annually, beginning no more than 12 months\nafter the last salary increase awarded to the Executive prior to the Effective\nDate. Any increase in the Annual Base Salary shall not serve to limit or reduce\nany other obligation to the Executive under this Agreement. The Annual Base\nSalary shall not be reduced after any such increase and the term 'Annual Base\nSalary' shall refer to the Annual Base Salary as so increased.\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 Employment\nPeriod, the Executive shall be entitled to participate in all incentive, savings\nand retirement plans, practices, policies, and programs applicable generally to\nother peer executives of the Company and the Affiliated Companies, but in no\nevent shall such plans, practices, policies and programs provide the Executive\nwith incentive opportunities (measured with respect to both regular and special\nincentive opportunities, to the extent, if any, that such distinction is\napplicable), savings opportunities and retirement benefit opportunities, in each\ncase, less favorable, in the aggregate, than the most favorable of those\nprovided by the Company and the Affiliated Companies for the Executive under\nsuch plans, practices, policies and programs as in effect at any time during the\n120-day period immediately preceding the Effective Date or, if more favorable to\nthe Executive, those provided generally at any time after the Effective Date to\nother peer executives of the Company and the Affiliated Companies.\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\n\n\n                                      -4-\n\n\n\nPreservation Plan, and any other welfare benefit plans, practices, policies and\nprograms provided by the Company and the Affiliated Companies (including,\nwithout limitation, medical, prescription, dental, disability,\nemployee\/spouse\/dependent life insurance and travel accident insurance plans and\nprograms) to the extent applicable generally to other peer executives of the\nCompany and the Affiliated Companies, but in no event shall such plans,\npractices, policies and programs provide the Executive with benefits that are\nless favorable, in the aggregate, than the most favorable of such plans,\npractices, policies and programs in effect for the Executive at any time during\nthe 120-day period immediately preceding the Effective Date or, if more\nfavorable 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          (5)  EXPENSES. During the Employment Period, the Executive shall be\nentitled to receive prompt reimbursement for all reasonable expenses incurred by\nthe Executive in accordance with the most favorable policies, practices and\nprocedures of the Company and the Affiliated Companies in effect for the\nExecutive at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive, as in effect generally at\nany time thereafter with respect to other peer executives of the Company and\nthe Affiliated Companies.\n\n          (6)  FRINGE BENEFITS. During the Employment Period, the Executive\nshall be entitled to fringe benefits, including, without limitation, tax and\nfinancial planning services, parking benefits and fitness center membership, in\naccordance with the most favorable plans, practices, programs and policies of\nthe Company and the Affiliated Companies in effect for the Executive at any time\nduring the 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive, as in effect generally at any time thereafter with\nrespect to other peer executives of the Company and the Affiliated Companies.\n\n          (7)  OFFICE AND SUPPORT STAFF. During the Employment Period, the\nExecutive 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 shall be\nentitled to paid vacation in accordance with the most favorable plans, policies,\nprograms and practices of the Company and the Affiliated Companies as 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          (9)  EFFECT OF TERMINATION. Notwithstanding anything in this Agreement\nto the contrary, upon termination of employment for any reason, the Employment\nPeriod shall\n\n\n                                      -5-\n\n\n\ncease and the Executive shall have no further right to any of the payments or\nbenefits described in Sections 2 and 3.\n\n          SECTION 4.     TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The\nExecutive'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 employment\nduring the Employment Period for Cause. 'Cause' means:\n\n          (1)  the willful and continued failure of the Executive to perform\n     substantially the Executive's duties with the Company or any Affiliated\n     Company (other than any such failure resulting from incapacity due to\n     physical or mental illness), after a written demand for substantial\n     performance is delivered to the Executive by the Board or the Chief\n     Executive Officer of the Company that specifically identifies the manner in\n     which the Board or the Chief Executive Officer of the Company believes that\n     the Executive has not substantially performed the Executive's duties, or\n\n          (2)  the willful engaging by the Executive in illegal conduct or gross\n     misconduct that is materially and demonstrably injurious to 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),\n\n\n                                      -6-\n\n\n\nfinding that, in the good faith opinion of the Board, the Executive is guilty of\nthe conduct described in Section 4(b)(1) or 4(b)(2), and specifying the\nparticulars thereof in detail.\n\n          (c)  GOOD REASON. The Executive's employment may be terminated by the\n     Executive for Good Reason. 'Good Reason' means:\n\n          (1)  the assignment to the Executive of any duties inconsistent in any\n     respect with the Executive's position (including status, offices, titles\n     and reporting requirements), authority, duties or responsibilities as\n     contemplated by Section 3(a), or any other action by the Company that\n     results in a diminution in such position, authority, duties or\n     responsibilities, excluding for this purpose an isolated, insubstantial and\n     inadvertent action not taken in bad faith and that is remedied by the\n     Company promptly after receipt of notice thereof given by the Executive;\n\n          (2)  any failure by the Company to comply with any of the provisions\n     of Section 3(b), other than an isolated, insubstantial and inadvertent\n     failure not occurring in bad faith and that is remedied by the Company\n     promptly after receipt of notice thereof given by the Executive;\n\n          (3)  the Company's requiring the Executive to be based at any office\n     or location other than as provided in Section 3(a)(1)(B) or the Company's\n     requiring the Executive to travel on Company business to a substantially\n     greater extent than required immediately prior to the Effective Date;\n\n          (4)  any purported termination by the Company of the Executive's\n     employment otherwise than as expressly permitted by this Agreement; or\n\n          (5)  any failure by the Company to comply with and satisfy Section\n     10(c).\n\n          For purposes of this Section 4(c), any good faith determination of\nGood Reason made by the Executive shall be conclusive. Anything in this\nAgreement to the contrary notwithstanding, a termination by the Executive for\nany reason during the 30-day period immediately following the first anniversary\nof the Effective Date shall be deemed to be a termination for Good Reason for\nall purposes of this Agreement.\n\n          (d)  NOTICE OF TERMINATION. Any termination by the Company for Cause,\nor 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\n\n\n                                      -7-\n\n\n\nCompany, 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 the\nExecutive'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. (a) GOOD\nREASON: OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment\nPeriod, the Company terminates the Executive's employment other than for Cause\nor Disability or the Executive terminates employment for Good Reason:\n\n          (1)  the Company shall pay to the Executive, in a lump sum in cash\n     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 through\n          the Date of Termination to the extent not theretofore paid, (ii) the\n          product of (x) the Highest Annual Bonus and (y) a fraction, the\n          numerator of which is the number of days in the current fiscal year\n          through the Date of Termination and the denominator of which is 365,\n          reduced (but not below zero), if the Date of Termination occurs in the\n          same fiscal year as the Change of Control, by the Executive's Bonus\n          Payment Amount, (iii) if elected by the Executive, any compensation\n          previously deferred by the Executive under the Company's Supplemental\n          Savings Plan, Incentive Bonus Plan and\/or Stock Equivalent Unit Plan\n          (together with any accrued interest or earnings thereon), and (iv) any\n          accrued vacation pay, in each case to the extent not theretofore paid\n          (the sum of the amounts described in subclauses (i), (ii), (iii) and\n          (iv), the 'Accrued Obligations'); and\n\n               (B)  the amount equal to the product of (i) three and (ii) the\n          sum of (x) the Executive's Annual Base Salary and (y) the Executive's\n          Highest Annual Bonus; and\n\n               (C)  if elected by the Executive within 60 days following\n          execution of this Agreement and prior to the Effective Date, in lieu\n          of and substitution for the applicable portion of the Executive's\n          monthly benefit otherwise payable under the final paragraph of Article\n          IV, Section 1 or paragraph (a) of Article V, Section 3 of the\n          Company's Retirement Plan and the final paragraph of Section 3 of\n          Supplemental Retirement Plan (collectively, the 'Retirement Plans'),\n          an\n\n\n                                      -8-\n\n\n\n          amount equal to the excess of (i) the lump sum actuarial equivalent\n          (utilizing the interest rate and mortality table in effect for lump\n          sum distributions under the Retirement Plan immediately prior to the\n          Effective Date, and determined assuming benefit commencement as of the\n          Date of Termination) of the benefit under the Retirement Plans that\n          the Executive would receive if the Executive's employment continued\n          for three years after the Date of Termination, assuming for this\n          purpose that all accrued benefits are fully vested and assuming that\n          the Executive's compensation in each of the three years is the Annual\n          Base Salary and Highest Annual Bonus, over (ii) the lump sum actuarial\n          equivalent (determined in the same manner as in clause (i) above) of\n          the Executive's actual benefit (paid or payable), if any, under the\n          Retirement Plans as of the Date of Termination without regard to such\n          three years' compensation and service;\n\n          (2)  for three years after the Executive's Date of Termination, or\n     such longer period as may be provided by the terms of the appropriate plan,\n     program, practice or policy, the Company shall continue welfare benefits to\n     the Executive and\/or the Executive's family at least equal to those that\n     would have been provided to them in accordance with the plans, programs,\n     practices and policies described in Section 3(b)(4) if the Executive's\n     employment had not been terminated or, if more favorable to the Executive,\n     as in effect generally at any time thereafter with respect to other peer\n     executives of the Company and the Affiliated Companies and their families,\n     provided, however, that, if the Executive becomes reemployed with another\n     employer and is eligible to receive medical or other welfare benefits under\n     another employer provided plan, the medical and other welfare benefits\n     described herein shall be secondary to those provided under such other plan\n     during such applicable period of eligibility. For purposes of determining\n     the Executive's eligibility for retiree benefits pursuant to such welfare\n     plans, practices, programs and policies, the Executive shall be considered\n     to have remained employed until three years after the Date of Termination,\n     provided, however, that the Executive's commencement of such retiree\n     benefits shall not be any sooner than the Executive's earliest retirement\n     date under the Retirement Plans;\n\n          (3)  the Company shall, at its sole expense as incurred, provide the\n     Executive with outplacement services the scope and provider of which shall\n     be selected by the Executive in the. Executive's sole discretion; and\n\n          (4)  to the extent not theretofore paid or provided, the Company shall\n     timely pay or provide to the Executive any other amounts or benefits\n     required to be paid or provided or that the Executive is eligible to\n     receive under any plan, program, policy or practice or contract or\n     agreement of the Company and the Affiliated Companies (such other amounts\n     and benefits, the 'Other Benefits').\n\n          (b)  DEATH. If the Executive's employment is terminated by reason of\nthe Executive's death during the Employment Period, the Company shall have no\nfurther 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\n\n\n                                      -9-\n\n\n\nAccrued Obligations shall be paid to the Executive's estate or beneficiary, as\napplicable, in a lump sum in cash within 30 days of the Date of Termination.\nWith respect to the provision of the Other Benefits, the term 'Other Benefits'\nas utilized in this Section 5(b) shall include, without limitation, and the\nExecutive's estate and\/or beneficiaries shall be entitled to receive, benefits\nat least equal to the most favorable benefits provided by the Company and the\nAffiliated Companies to the estates and beneficiaries of peer executives of the\nCompany and the Affiliated Companies under such plans, programs, practices and\npolicies relating to death benefits, if any, as in effect with respect to other\npeer executives and their beneficiaries at any time during the 120-day period\nimmediately preceding the Effective Date or, if more favorable to the\nExecutive's estate and\/or the Executive's beneficiaries, as in effect on the\ndate of the Executive's death with respect to other peer executives of the\nCompany and the Affiliated Companies and their beneficiaries.\n\n          (c)  DISABILITY. If the Executive's employment is terminated by reason\nof the Executive's Disability during the Employment Period, the Company shall\nhave no further obligations to the Executive under this Agreement, except for\npayment of the Accrued Obligations and the timely payment or provision of the\nOther Benefits. The Accrued Obligations shall be paid to the Executive in a lump\nsum 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 employment\nis terminated for Cause during the Employment Period, the Company shall have no\nfurther obligations to the Executive under this Agreement, except for payment to\nthe Executive of (1) the Executive's Annual Base Salary through the Date of\nTermination, (2) the amount of any compensation previously deferred by the\nExecutive, and (3) the Other Benefits, in each case, to the extent theretofore\nunpaid. If the Executive voluntarily terminates employment during the Employment\nPeriod, excluding a termination for Good Reason, the Company shall have no\nfurther obligations to the Executive under this Agreement, except for payment of\nthe Accrued Obligations and the timely payment or provision of the Other\nBenefits. In such case, all the Accrued Obligations shall be paid to the\nExecutive 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 Agreement\nshall prevent or limit the Executive's continuing or future participation in any\nplan, program, policy or practice provided by the Company or the Affiliated\nCompanies and for which the Executive may qualify, nor, subject to Section \n11(f), shall anything herein limit or otherwise affect such\n\n\n                                      -10-\n\n\n\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 the\npayments provided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any set-off, counterclaim, recoupment,\ndefense, or other claim, right or action that the Company may have against the\nExecutive or others. In no event shall the Executive be obligated to seek other\nemployment or take any other action by way of mitigation of the amounts payable\nto the Executive under any of the provisions of this Agreement, and such\namounts 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 notwithstanding, in\nthe event it shall be determined that any payment or distribution by the Company\nor the Affiliated Companies to or for the benefit of the Executive (whether paid\nor payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise but determined without regard to any additional payments\nrequired under this Section 8) (the 'Payment') would be subject to the excise\ntax imposed by Section 4999 of the C ode, or any interest or penalties are\nincurred by the Executive with respect to such excise tax (such excise tax,\ntogether with any such interest and penalties, collectively, the 'Excise Tax'),\nthen the Executive shall be entitled to receive an additional payment (the\n'Gross-Up Payment') in an amount such that after payment by the Executive of all\ntaxes (including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,\nthe Executive retains an amount of the Gross-Up Payment equal to the Excise Tax\nimposed upon the Payments.\n\n          (b)  Subject to the provisions of Section 8(c), all determinations\nrequired to be made under this Section 8, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by KPMG Peat\nMarwick or such other certified public accounting firm as may be designated by\nthe Executive (the 'Accounting Firm') that shall\n\n\n                                      -11-\n\n\n\nprovide detailed supporting calculations both to the Company and the Executive\nwithin 15 business days of the receipt of notice from the Executive that there\nhas been a Payment or such earlier time as is requested by the Company. In the\nevent that the Accounting Firm is serving as accountant or auditor for the\nindividual, entity or group effecting the Change of Control, the Executive shall\nappoint another nationally recognized accounting firm to make the determinations\nrequired hereunder (which accounting firm shall then be referred to as the\nAccounting Firm hereunder). All fees and expenses of the Accounting Firm shall\nbe borne solely by the Company. Any Gross-Up Payment, as determined pursuant to\nthis Section 8, shall be paid by the Company to the Executive within five days\nof the receipt 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 Under payment 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 claim by\nthe Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than 10 business days after the Executive is informed\nin writing of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The Executive\nshall not pay such claim prior to the expiration of the 30-day period following\nthe date on which the Executive gives such notice to the Company (or such\nshorter period ending on the date that any payment of taxes with respect to such\nclaim is due). If the Company notifies the Executive in writing prior to the\nexpiration of such period that the Company desires to contest such claim, the\nExecutive shall:\n\n          (1)  give the Company any information reasonably requested by the\n     Company relating to such claim,\n\n          (2)  take such action in connection with contesting such claim as the\n     Company shall reasonably request in writing from time to time, including,\n     without limitation, accepting legal representation with respect to such\n     claim by an attorney reasonably selected by the Company,\n\n          (3)  cooperate with the Company in good faith in order effectively to\n     contest such claim, and\n\n          (4)  permit the Company to participate in any proceedings relating to\n     such claim;\n\n\n                                      -12-\n\n\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\nconnection with such contest, and, at its sole option, may pursue or forgo any\nand all administrative 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 advanced by\nthe Company pursuant to Section 8(c), the Executive becomes entitled to receive\nany refund with respect to such claim, the Executive shall (subject to the\nCompany's complying with the requirements of Section 8(c)) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto). If, after the receipt by the Executive\nof an amount advanced by the Company pursuant to Section 8(c), a determination\nis made that the Executive shall not be entitled to any refund with respect to\nsuch claim and the Company does not notify the Executive in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n          SECTION 9.     CONFIDENTIAL INFORMATION. The Executive shall hold in a\nfiduciary capacity for the benefit of the Company all secret or confidential\ninformation, knowledge or data relating to the Company or the Affiliated\nCompanies, and their respective businesses, which information, knowledge or data\nshall have been obtained by the Executive during the Executive's employment by\nthe Company or the Affiliated Companies and which information, knowledge or data\nshall not be or become public knowledge (other than by acts by the Executive or\nrepresentatives of the Executive in violation of this Agreement). After\n\n\n                                      -13-\n\n\n\ntermination of the Executive's employment with the Company, the Executive shall\nnot, without the prior written consent of the Company or as may otherwise be\nrequired by law or legal process, communicate or divulge any such information,\nknowledge or data to anyone other than the Company and those persons designated\nby the Company. In no event shall an asserted violation of the provisions of\nthis Section 9 constitute a basis for deferring or withholding any mounts\notherwise payable to the Executive under this Agreement.\n\n          SECTION 10. SUCCESSORS. (a) This Agreement is personal to the\nExecutive, and, without the prior written consent of the Company, shall not be\nassignable by the Executive other than by will or the laws of descent and\ndistribution. This Agreement shall inure to the benefit of and be enforceable by\nthe Executive's legal representatives.\n\n          (b)  This Agreement shall inure to the benefit of and be binding upon\nthe 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 governed by and\nconstrued in accordance with the laws of the State of Delaware, without\nreference to principles of conflict of laws. The captions of this Agreement are\nnot part of the provisions hereof and shall have no force or effect. This\nAgreement may not be amended or modified other than by a written agreement\nexecuted by the parties hereto or their respective successors and legal\nrepresentatives.\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. Robert G. King\n               181 Atlantic Avenue\n               Cohasset, MA 02025\n\n          if to the Company:\n               The Gillette Company\n               Prudential Tower Building\n               Boston, Massachusetts 02199\n               Attention: General Counsel\n\n\n                                      -14-\n\n\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 this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n          (d)  The Company may withhold from any amounts payable under this\nAgreement such United States federal, state or local or foreign taxes as shall\nbe 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 strict\ncompliance with any provision of this Agreement or the failure to assert any\nright 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 may\notherwise be provided under any other written agreement between the Executive\nand the Company, the employment of the Executive by the Company is 'at will'\nand, subject to Section l(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 Executive's\nhand and, pursuant to the authorization from the Board, the Company has caused\nthese presents to be executed in its name on its behalf, all as of the day and\nyear first above written.\n\n\n                                             \/s\/ Robert G. King\n                                             ---------------------------------\n                                             Robert G. King\n\n                                             THE GILLETTE COMPANY\n\n                                             By \/s\/ Robert E. DiCenso\n                                               -------------------------------\n                                                Title: S.V.P. - Personnel &amp; Administration\n\n\n                                      -15-\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-39196","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\/39196","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=39196"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39196"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39196"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39196"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}