Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Live Filing of 10-K 3/21/94 26± 109K
2: EX-10 Ex-10.A 11± 46K
3: EX-10 Ex-10.B 5± 24K
4: EX-10 Ex-10.C 9± 39K
5: EX-11 Statement re: Computation of Earnings Per Share 2± 8K
6: EX-13 Annual or Quarterly Report to Security Holders 30± 136K
7: EX-22 Published Report Regarding Matters Submitted to a 3± 15K
Vote of Security Holders
8: EX-24 Power of Attorney 1 6K
9: EX-25 Statement re: Eligibility of Trustee 2± 9K
EX-10 — Ex-10.B
EXHIBIT 10N
November 9, 1992
Mr. Everett V. Goings
18 Tomac Avenue
Old Greenwich, Connecticut 06870
Dear Rick:
I am pleased to offer you the position of Executive Vice
President of Premark International, Inc. and President of
Tupperware, Worldwide. We hope that you will be able to commence
employment with Premark as soon as possible. As you are aware,
the Board of Directors met on November 4, and elected you to this
position and approved the terms and conditions of your employment
as outlined below, effective on your first day of employment.
1. Your initial annual base salary will be $325,000, paid on
Tupperware's regular payroll cycle.
2. You will participate in the Premark International, Inc.
Annual Incentive Plan. You will be awarded $150,000 as your 1992
award to be paid on or before November 30, 1992. This amount
approximates the bonus you will forfeit when you leave your
current employer. For 1993, your individual incentive target
will be 50% of your base salary. The maximum award is 100% of
your base salary. The financial component of your 1993 award
will be based on Worldwide Tupperware financial performance. For
1993, we will guarantee you a minimum incentive award of
$162,500, which is your target award. For 1994 through 1996, the
financial component of your award would be based on non-North
American Tupperware financial performance. Annual incentive
awards are paid in March, following the year of the award. You
must be employed through December 31, to be entitled to an award
for any given year.
3. You will participate in the Premark International, Inc.
Performance Unit Plan (the long-term incentive program).
Starting on January 1, 1993, your award will be based on
Worldwide Tupperware financial performance. This program
provides the opportunity to earn an award ranging from the target
award at 25% of your base salary up to a maximum of 75% of your
base salary. For the two-year long-term incentive program
performance cycle of 1993-1994, we will guarantee you a minimum
award of $81,500, your award at target. The award is based on
1993 financial performance and 1993 and 1994 employment service.
Therefore, payment of any award under the long-term incentive
program is contingent on your continued employment through
December 31, 1994. Beginning in 1994, we expect there to be a
new long-term incentive program, which would likely base your
award on non-North American financial performance.
4. The Compensation and Employee Benefits Committee of the Board
of Directors ("Committee") has granted you a stock option award
of 50,000 shares, effective on your first day of employment. The
number of option shares was determined in part on the stock
compensation you will forfeit when you leave your current
employer. This option would vest three years after the effective
date. You would be considered for additional stock options
annually on each subsequent November, when the Committee normally
grants stock options to the key management employees and
executives.
5. The Committee has awarded you 20,000 shares of restricted
stock, effective on your first day of employment. The number of
restricted shares was determined in part on the stock
compensation you will forfeit when you leave your current
employer. The restrictions would be lifted on one-third of these
shares on the first anniversary of your employment. And one-
third of the restrictions on the remainder would be lifted on the
second and third anniversaries of your employment, so that all
restrictions will have been lifted in three years. Dividends
will be paid during the period of restriction.
6. You will participate in an annual gainsharing program for the
years 1994, 1995 and 1996 to be based on pre-tax segment income
of Tupperware North America, as determined by the Company. For
each year, the gainsharing award will be equal to 10 percent of
the pre-tax segment income if such pre-tax segment income is
$10,000,000 or less. If pre-tax segment income is over
$10,000,000, the gainsharing award will be equal to 10 percent of
pre-tax segment income for the first $10,000,0000 and 15 percent
of the pre-tax segment income for any amount in excess of
$10,000,000. Notwithstanding the above, the maximum gainsharing
award for any year may not exceed $3,000,000, and the maximum
cumulative gainsharing award during the three-year period may not
exceed $6,000,000. The gainsharing award shall be payable 50
percent in cash and 50 percent in Premark restricted stock. The
restrictions on the stock shall lapse in two years. Dividends
will be paid during the period of restriction. Further, the
payment of gainsharing awards is conditioned upon maintaining
non-North American pre-tax segment income of at least the actual
1992 amount, measuring such segment income using foreign exchange
rates in effect on December 31, 1992, in order to eliminate the
effect of changing currency values. Any payments and restricted
stock awards will be made in March, following the year of the
gainsharing award. You must be employed through the date the
award is paid, to be entitled to an award for any given year.
After 1996, the Company intends to structure a program that would
provide an award based on increases in Worldwide Tupperware
segment income, with potential awards at levels which would not
be comparable to the 1994-1996 program, but would be competitive
with market compensation for similar positions.
As we discussed, the purpose of the gainsharing program is to
restore the long-term profitability of Tupperware North America,
while maintaining and increasing the long-term profitability of
non-North American Tupperware. It is understood that the
Committee will consider how the financial results were achieved
and has the right to adjust your award, as equitable, if the
financial results are achieved by short-term decisions which
adversely affect the long-term profitability of Tupperware. In
addition, the Committee may adjust such award, as equitable, in
recognition of extraordinary or non-recurring events or changes
in accounting standards or practices. These principles reflect
the plan provisions and administrative rules that are applied
throughout the Company when determining awards under all annual
and long-term incentive plans and, therefore, will be applied to
all of the incentive plans and programs described above.
Similarly, accruals for the gainsharing program will be charged
to the operating earnings of the North America Tupperware
business, and accruals for the annual and long-term incentive
plans described above will be charged to the appropriate business
segment on which the award is based.
7. In the event your employment is terminated by the Company,
other than for cause (such as gross misconduct, conviction of a
felony, or willful conduct that enriches you at the expense of
the Company), you would be entitled to receive severance payments
equal to two year's salary. Such severance payments would be
paid out in accordance with the Tupperware payroll cycle. These
payments would be offset by any amount you would be entitled to
receive under the Premark International, Inc. Severance Pay Plan.
There would be no award paid out of the Annual Incentive Plan or
the Performance Unit Plan (long-term program). Nor would any
annual gainsharing payment be made, because you must be employed
on the date the award is paid. Your stock options would continue
to become exercisable for a period of one year, and would be
exercisable during that one year period, at which point all
unexercised stock options would be forfeited. You would forfeit
all restricted shares which are still under restriction. The
Company would continue to provide you with medical and dental
benefits, as well as life insurance during this two-year period.
With respect to the medical benefits, the Company would pay the
total cost of COBRA coverage continuation for the first eighteen
months, and then the Company would pay the cost of conversion to
an individual policy and the premium cost for six months. With
respect to the life insurance, the Company would pay the cost of
conversion to an individual policy and would pay the premium cost
for two years. Any payments or benefits that are not required by
law to be paid will be conditioned upon your execution of and
compliance with a confidentiality and non-competition agreement.
8. Should you voluntarily terminate your employment, you would
not become entitled to any payments or benefits other than those
that the Company is obligated by law or by plan to provide. Any
stock options that are exercisable on your last date of
employment would continue to be exercisable for thirty days, and
if not exercised during such period, would be forfeited.
9. As an officer of Premark International, Inc., the Company
will enter into a Change of Control Employment Agreement (golden
parachute) with you. This agreement provides significant
benefits to you in the event you are terminated due to a change
in control.
10. You will be eligible for relocation benefits in accordance
with our standard relocation policy, less any relocation expenses
Avon will cover under your agreement with it. A copy of our
relocation policy, still in draft form, is enclosed for your
information.
11. You will be entitled to participate in the standard
benefits package offered to Tupperware employees, which includes
the following programs:
Base Retirement Plan (pension plan)
Retirement Savings Plan (401(k) plan)
Medical Plan (includes standard medical benefits, and
effective January 1, 1993, mental health and chemical dependency
benefits and prescription drugs)
Dental Plan
Flexible Spending Account Plan
Disability Plan
Group Life Insurance Plan
Business Travel Accident Insurance Plan
12. As an officer of Premark International, Inc., you will be
eligible for our standard executive perquisites, which are as
follows:
Three weeks of vacation per year
Supplemental Benefits Plan
Tax Preparation (up to $2,500 per year)
First Class Travel (Domestic); Business Class Travel
(International)
Annual Physical
Country Club Membership
13. Based on your representation to Premark that you have not
breached, nor will you breach, your agreement with Avon, dated
February 12, 1992, the Company agrees to indemnify you in the
event Avon determines that you have violated the non-competition
and non-disclosure provisions of the Avon agreement. Such
indemnification is limited to the payment of the last two
installments of severance pay under such agreement, to a maximum
of $500,000 in February of 1993 and $500,000 in February of
1994, and reasonable legal fees associated with your defense if
Avon were to seek monetary damages or equitable relief. In the
event Premark were required to make the severance payments
described above, you agree that Premark would subrogate to your
rights to seek payment from Avon and would cooperate with Premark
in such action.
14. Following two years of your employment with the Company, and
based on performance, we will recommend to our Board of
Directors' Committee on Directors that you be nominated for
election to the Board of Directors.
If you have any specific questions regarding these items, don't
hesitate to contact Jim Coleman, Senior Vice President, Human
Resources, directly for clarification or further explanation. If
there is any major item which has been overlooked, please feel
free to contact me directly. Warren Batts and I are very
enthusiastic about your joining Premark International, and
believe you will make a significant contribution to the future
success of the Company. Rick, I hope this letter meets your
expectations. If it does, I would appreciate your signing below
on both copies of this letter. Please return one signed copy to
me by Monday, November 16, 1992. You may retain the other for
your records.
Sincerely,
/s/ James M. Ringler
James M. Ringler
Enclosure
cc: Warren L. Batts
James C. Coleman
Accepted: /s/ E. V. Goings
12/10/92 Everett V. Goings Date
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 12/31/94 | | 10-K |
| Filed on: | | 3/21/94 |
| For Period End: | | 12/25/93 | | 10-K/A |
| | 1/1/93 |
| | 12/31/92 |
| | 11/30/92 |
| | 11/16/92 |
| | 11/9/92 |
| | 2/12/92 |
| List all Filings |
↑Top
Filing Submission 0000800575-94-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 8:27:27.1pm ET 