Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Gerber Childrenswear, Inc. 131 744K
2: EX-4.2 Credit Agreement 108 427K
3: EX-10.1 Stock Purchase Agreement 51 215K
11: EX-10.10 Subordination and Interceditor Agreement 17 68K
12: EX-10.11 Junior Subordinated Note 25 100K
13: EX-10.13 License Agreement 28 91K
14: EX-10.14 License Agreement 31 73K
15: EX-10.15 Trademark License Agreement 33 127K
16: EX-10.16 Lease Agreement 7 31K
17: EX-10.17 Lease Agreement 6 28K
18: EX-10.18 Lease Agreement 6 28K
19: EX-10.19 Lease Agreement 11 37K
4: EX-10.2 Form of Executive Stock Purchase Agreement 21 90K
20: EX-10.20 Lease Agreement 40 120K
21: EX-10.21 Severance Agreement 2 14K
5: EX-10.3 Form of Manager Securities Purchase Agreement 17 69K
6: EX-10.4 Securities Purchase Agreement 13 60K
7: EX-10.5 Form of Director Stock Purchase Agreement 12 44K
8: EX-10.7 Stock Purchase Agreement 54 224K
9: EX-10.8 Share Purchase Agreement 52 242K
10: EX-10.9 Amended and Restated Credit Agreement 54 238K
22: EX-21.1 Subsidiaries of the Registrant 1 8K
23: EX-23.1 Consent of Ernst & Young LLP 1 10K
24: EX-23.2 Consent of Jc Holland & Co Psc 1 8K
25: EX-23.3 Consent Price Waterhouse 1 8K
26: EX-27.1 Financial Data Schedule 1 10K
EX-10.21 — Severance Agreement
| EX-10.21 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.21
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March 9, 1995
David E. Uren
214 Providence Square
Greenville, South Carolina 29615
Dear David:
As you are aware, Gerber Products Company ("Gerber") is considering the sale of
all of the issued and outstanding shares (or all or substantially all of the
assets) of its Gerber Childrenswear, Inc. subsidiary ("GCI").
In consideration of; (1) your continuing your employment with GCI through the
date of the completion of the divestiture of GCI, whether this is accomplished
through a single sale of stock or assets or through multiple sales, and (2)
your cooperation and assistance with Gerber and its investment banker in the
sale(s), Gerber agrees that upon completion of the divestiture, Gerber will pay
you a one-time bonus of $175,000.00. This bonus shall be paid to you by Gerber
on the date that Gerber's divestiture of GCI is completed.
This payment is expressly contingent on all of your actions during the sales
process being consistent with the objective of selling GCI on a fair and
equitable basis to the party best able to pay the highest purchase price. All
communications from prospective buyers shall be referred to me; all meetings
with prospective buyers shall be scheduled by me or my designate; and no
meetings or discussions with prospective buyers shall be held without the
presence of a designated Gerber-Corporate representative. Notwithstanding the
above, Gerber recognizes that after a binding agreement is signed, it may be
necessary for you to meet with the buyer to discuss management
responsibilities, compensation, and incentives. Recognizing the above, Gerber
agrees that such meeting(s) can occur after signing the agreement without
violating this provision provided that I approve such meeting(s) in advance. My
approval will not be unreasonably withheld provided the topics are as set forth
above, the meetings are reasonable in number and that the timing of the
meeting(s) related to the sales process is acceptable to Gerber.
The bonus payment shall be subject to reduction by the amount of any federal,
state, or local income, withholding, social security and other taxes, and any
other items which may be required or authorized to be deducted by law, if
applicable. The payment shall not be considered in determining any benefit
calculation or any other payment provided under any plan or program presently
or hereafter maintained by GCI, Gerber or any successor of either. This payment
shall be payable to you only if Gerber's sale of the issued and outstanding
shares (or all or substantially all of the assets) of GCI is completed within
one (1) year of the date of this letter, unless we subsequently extend in
writing the time within which the payment is payable. If the sale is not
consummated as provided above, this bonus arrangement shall automatically
terminate and neither party will have any obligation under this arrangement.
This letter sets forth our entire agreement on the subject of the bonus payment
described herein and it supersedes any other discussions, commitments or
agreements between us with respect to bonuses relating to the sale of GCI. Our
obligation with respect to payment of these bonuses may be modified only by
written instrument signed by an authorized officer of Gerber.
In the event that your employment with GCI or any successor company is
involuntarily terminated without cause (as caused is defined in the Gerber
Products Company Severance Benefits Plan) within three years of the completion
of Gerber's sale of GCI or on or before August 24, 1997, whichever is later,
you will be provided with the following benefits upon your execution of GCI's
Release and Waiver Agreement.
- continuation of your annualized base salary for eighteen (18) months,
- continuation of current medical, dental, and life insurance benefits
for eighteen (18) months, and
- professional outplacement assistance at a firm selected by GCI
(and approved by Gerber).
Nothing contained in this letter shall be construed as creating a contract of
employment between you and GCI or its successor, as providing you with a right
to be continued in the employment of GCI, or as limiting the right of GCI to
discharge you with or without cause.
Please signify your receipt and approval of the terms of this letter by signing
both letters where indicated below and returning one to me. The other original
is for your records.
Sincerely,
/s/ Fred K. Schomer
-------------------
Fred K. Schomer
Agreed to this 18th day of March, 1995.
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/s/ David E. Uren
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David E. Uren
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/4/98 | | | | | | | None on these Dates |
| | 8/24/97 | | 2 |
| | 3/9/95 | | 1 |
| List all Filings |
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