This Employment Agreement ("Agreement"), made as of this 24th
day of June, 1996 (but effective as of April 19, 1996), by and between SUNBEAM
CORPORATION, a Delaware corporation (the "Corporation"), and CHARLES J. THAYER
W I T N E S S E T H:
WHEREAS, Executive is currently a director of the
WHEREAS, the Corporation desires to employ Executive on a
part-time basis for the Term (as defined herein) and Executive is willing to
make his services available to the Corporation on the terms and conditions set
NOW, THEREFORE, in consideration of the premises and mutual
promises contained in this Agreement, IT IS AGREED:
1. EMPLOYMENT. The Corporation hereby employs Executive and
Executive hereby accepts employment with the Corporation on the terms and
conditions set forth in this Agreement.
2. TERM. The term of Executive's employment hereunder (the
"Term") shall commence on April 19th, 1996 and, subject to Paragraph 5 hereof,
shall end on the first to occur of December 31, 1996 or 30 days following the
employment by the Corporation of a new Chief Executive Officer.
3. DUTIES. During the Term, Executive shall serve as Vice
Chairman of the Corporation reporting and responsible directly to the Chairman
of the Corporation's Executive Committee and to the Board of Directors of the
Corporation. In his position, Executive,
shall have such powers and duties as may from time to time be prescribed by
them, including general oversight responsibility for all corporate office
functions of the Corporation. Executive shall devote approximately one-half of
his working time and efforts to the business and affairs of the Corporation.
4. COMPENSATION. Executive's compensation for the services
performed under this Agreement shall be as follows:
A. BASE SALARY. Executive shall receive a base salary of
$25,000 per month ("Base Salary"), payable in full on the first day of each
month, with the initial payment for April to be unreduced and, if not heretofore
paid, to be paid upon execution of this Agreement. In the event Executive's
employment hereunder is terminated by the Corporation for any reason other than
Cause (as hereafter defined) or by Executive in the event of a material breach
of this Agreement by the Corporation prior to receipt of an aggregate of
$150,000 of Base Salary, Executive will be paid at termination the difference
between $150,000 and the aggregate amount of Base Salary theretofore paid. In
the event Executive's employment hereunder is terminated by Executive for any
reason other than material breach of this Agreement by the Corporation, or by
reason of his death or disability, Executive will be entitled to Base Salary
only through the end of the month in which such termination occurs.
B. BONUS COMPENSATION. In addition to the Base Salary,
Executive shall receive minimum bonus compensation in an amount equal to the
total amount received pursuant to Section 4(A)
of this Agreement unless Executive's employment hereunder is terminated by the
Corporation for Cause (in which case, no bonus compensation shall be payable).
The minimum bonus compensation will be due in its entirety promptly upon the
expiration of the Term or the earlier termination of this Agreement.
C. STOCK OPTIONS. Executive will be granted an option to
purchase 45,000 shares of the Corporation's Common Stock under the terms of the
Corporation's stock option plan. The option shall be granted within forty five
(45) days from the date of the execution of this Agreement and shall vest in its
entirety (a) upon the expiration of the Term, or (b) upon the earlier
termination of Executive's employment hereunder (i) by the Corporation for any
reason (other than for Cause), (ii) by Executive in the event of a material
breach of this Agreement by the Corporation or (iii) by reason of Executive's
death or disability. In the event that Executive's employment hereunder is
terminated by the Corporation for Cause or by Executive for any reason other
than a material breach of this Agreement by the Corporation, the option shall be
5. TERMINATION OF EMPLOYMENT. This Agreement may be terminated
at any time by the Corporation for any reason upon payment of the amounts due
pursuant to Sections 4(A) and 4(B) of this Agreement, if any. This Agreement may
also be terminated at any time by Executive for any reason, and shall
automatically terminate upon his death or disability. As used herein,
"disability" shall mean Executive's incapacity due to physical or mental
illness to perform his duties hereunder for thirty (30) consecutive days. For
the purposes of this Agreement, the Company shall have "Cause" to terminate
Executive's employment hereunder upon (i) Executive's intentional refusal or
failure to perform his duties hereunder and the continuation of such refusal or
failure after reasonable notice and opportunity to cure has been given to
Executive, or (ii) the engaging by Executive in misconduct which is demonstrably
injurious to the Company, monetarily or otherwise.
6. REIMBURSEMENT FOR REASONABLE BUSINESS EXPENSES. The
Corporation shall reimburse Executive for reasonable expenses incurred by him in
compliance with the Corporation's existing policies and guidelines in connection
with the performance of his duties pursuant to this Agreement, including, but
not limited to, travel expenses and other reasonable business expenses.
7. INDEMNIFICATION. To the fullest extent permitted by
Delaware law, the Corporation shall indemnify and hold Executive harmless
against any and all liability, including reasonable attorneys' fees, arising out
of any act or omission of the Executive performed in good faith in connection
with his duties under this Agreement. Upon request of Executive, the Corporation
will advance legal fees and costs arising from any third party claim in the
manner and subject to the conditions provided by Delaware law.
8. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to Executive's
employment by the Corporation and supersedes any prior agreements between them,
whether oral or written.
9. WAIVER. The failure of either party to insist, in any one
or more instances, upon performance of the terms or conditions of this Agreement
shall not be construed as a waiver or a relinquishment of any right granted
hereunder or of the future performance of any such term, covenant, or condition.
10. NOTICES. Any notice to be given hereunder shall be deemed
sufficient if addressed in writing, and delivered by registered or certified
mail or delivered personally or by fax, in the case of the Corporation, to its
principal business office (Attention: General Counsel), and in the case of
Executive, to his address appearing on the records of the Corporation or to such
other address as he may designate in writing to the Corporation.
11. SEVERABILITY. In the event that any provision shall be
held to be invalid or unenforceable for any reason whatsoever, it is agreed such
invalidity or unenforceability shall not affect any other provision of this
Agreement and the remaining covenants and provisions hereof shall remain in full
force and effect and any court of competent jurisdiction may so modify the
objectionable provision as to make it valid, reasonable and enforceable.
12. AMENDMENT. This Agreement may be amended only by an
agreement in writing signed by each of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
14. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of and shall be enforceable by and against the Corporation, its
successors and assigns and Executive, his heirs, beneficiaries and legal
representatives. The rights and obligations of Executive are personal and may
not be delegated or assigned without the Corporation's consent.
15. CONTINUATION OF EMPLOYMENT FOLLOWING EXPIRATION OF THE
TERM. Unless the parties otherwise agree in writing, the continuation of
Executive's employment with the Corporation beyond the expiration of the Term
shall not be deemed to extend any of the provisions of this Agreement and
Executive's employment may thereafter be terminated by Executive or by the
Corporation at will.
IN WITNESS WHEREOF, the parties hereto have executed or caused
this Agreement to be executed as of the day, month and year first above written.
By: \S\PETER LANGERMAN
Chairman, Executive Committee
\S\CHARLES J. THAYER
Charles J. Thayer