Exhibit 10.2
AGREEMENT
AGREEMENT made and entered into by and between Michaels Stores, Inc. (the
"Company") and Brian Cornell (the "Executive"), effective as of the 4th day of
June, 2007 (the "Effective Date").
WHEREAS, the operations of the Company and its Affiliates are a complex matter
requiring direction and leadership;
WHEREAS, the Executive is possessed of certain experience and expertise that
qualify him to provide the direction and leadership required by the Company and
its Affiliates; and
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
therefore wishes to employ the Executive as its Chief Executive Officer and the
Executive wishes to accept such employment;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the
parties hereby agree:
1.
Employment.
Subject to the terms and
conditions set forth in this Agreement, the Company hereby offers, and the
Executive hereby accepts, employment.
2.
Term.
Subject to
earlier termination as hereinafter provided, the Executive's employment
hereunder shall be for a term of five (5) years, commencing on the Effective
Date, and shall renew automatically thereafter for successive terms of one year
each. The term of this Agreement, as from time to time renewed, is hereafter
referred to as "the term of this Agreement" or "the term hereof."
3.
CAPACITY AND PERFORMANCE.
(A)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL
SERVE THE COMPANY AS ITS CHIEF EXECUTIVE OFFICER ("CEO").
IN ADDITION, AND
WITHOUT FURTHER COMPENSATION, THE EXECUTIVE AGREES TO SERVE AS A DIRECTOR OF THE
COMPANY AND AS A DIRECTOR AND/OR OFFICER OF ONE OR MORE OF THE COMPANY'S
IMMEDIATE AFFILIATES (AS DEFINED IN SECTION 13 HEREOF), IN EACH CASE IF SO
ELECTED OR APPOINTED FROM TIME TO TIME.
(b)
During the term hereof, the Executive shall
report to the Board of Directors of the Company or its designees, currently
Matthew Levin and Michael Chae.
(C)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL
BE EMPLOYED BY THE COMPANY ON A FULL-TIME BASIS AND SHALL PERFORM THE DUTIES AND
RESPONSIBILITIES OF HIS POSITION, INCLUDING, WITHOUT LIMITATION, GENERAL
OVERSIGHT AND DIRECTION OF THE OPERATIONS OF THE COMPANY AND SUCH
1
OTHER DUTIES AND RESPONSIBILITIES ON BEHALF OF THE COMPANY CONSISTENT WITH THE
RESPONSIBILITIES OF A CHIEF EXECUTIVE OFFICER, AS WELL AS THE DUTIES AND
RESPONSIBILITIES REASONABLY RELATED TO OTHER POSITIONS ON BEHALF OF THE
IMMEDIATE AFFILIATES, AS MAY BE DESIGNATED FROM TIME TO TIME BY THE BOARD OR BY
ITS CHAIR OR OTHER DESIGNEE.
(D)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL
DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND HIS BEST EFFORTS, BUSINESS
JUDGMENT, SKILL AND KNOWLEDGE EXCLUSIVELY TO THE ADVANCEMENT OF THE BUSINESS AND
INTERESTS OF THE COMPANY AND, IF SO ELECTED OR APPOINTED, ITS IMMEDIATE
AFFILIATES AND TO THE DISCHARGE OF HIS DUTIES AND RESPONSIBILITIES HEREUNDER.
THE COMPANY HEREBY AGREES THAT THE EXECUTIVE MAY CONTINUE TO SERVE AS A DIRECTOR
OF OFFICEMAX, INC. AND MAY PARTICIPATE IN APPROPRIATE TRADE ASSOCIATIONS.
IN
ADDITION, HE MAY ENGAGE IN