EXHIBIT 10.1
FORM OF RETENTION AGREEMENT
This Agreement is entered into as of February 22, 2005 by and between Lenox,
Incorporated, a New Jersey corporation ("Employer") and
("Employee") as
follows:
WHEREAS, Employer and Employee have previously entered into a Retention
Agreement providing incentive compensation for Employee in order to promote
continuity of Employer's management and retention of Employee as one of
Employer's key executives in the event of a Sale of Employer (as defined
herein); and
WHEREAS, Employer and Employee desire to amend and restate the Retention
Agreement in its entirety;
NOW, THEREFORE, Employer and Employee hereby agree that the previous Retention
Agreement issued in November, 2004 is revoked, and further agree as follows:
1.
DEFINITIONS.
(A)
"CAUSE" MEANS ANY OF THE FOLLOWING:
(1)
SERIOUS, WILLFUL MISCONDUCT, DISHONESTY OR DISLOYALTY BY EMPLOYEE,
DIRECTLY RELATED TO PERFORMANCE OF EMPLOYEE'S DUTIES FOR EMPLOYER AND LIKELY TO
RESULT IN MATERIAL HARM TO THE OPERATIONS, FINANCIAL CONDITION OR REPUTATION OF
EMPLOYER;
(2)
EMPLOYEE IS CONVICTED OF (OR ENTERS INTO A PLEA BARGAIN ADMITTING)
A FELONY.
(B)
"CLOSING DATE" MEANS THE DATE THE SALE OF EMPLOYER IS CONSUMMATED.
(C)
"EFFECTIVE DATE" MEANS THE DATE SET FORTH AT THE BEGINNING OF THIS
AGREEMENT.
(D)
"GOOD REASON" MEANS ANY OF THE FOLLOWING OCCURRING ON OR AFTER THE
CLOSING DATE:
(1)
THERE IS A MATERIAL REDUCTION OF EMPLOYEE'S TITLE, JOB DUTIES OR
RESPONSIBILITIES;
(2)
EMPLOYEE'S BASE ANNUAL SALARY IS REDUCED BY 5% OR MORE BELOW THE
BASE ANNUAL SALARY AS OF THE EFFECTIVE DATE;
(3)
EMPLOYEE'S PRINCIPAL PLACE OF WORK IS RELOCATED BY A DISTANCE OF
50 MILES OR MORE;
(4)
EMPLOYEE IS REQUIRED TO WORK MORE THAN TEN DAYS PER MONTH OUTSIDE
OF EMPLOYEE'S CURRENT PRINCIPAL PLACE OF WORK FOR A PERIOD OF SIX CONSECUTIVE
MONTHS.
(E)
"PURCHASER" MEANS THE PERSON (OR PERSONS) OR ENTITY (OR ENTITIES)
WHICH BECOMES THE OWNER OF EMPLOYER OR SUCCEEDS EMPLOYER AS THE OWNER OR
OPERATOR OF THE BUSINESS, OPERATIONS AND/OR ASSETS OF EMPLOYER AS A RESULT OF
THE SALE OF EMPLOYER.
(F)
"SALE OF EMPLOYER" MEANS THE SALE (WHETHER FOR CASH, STOCK OR
OTHERWISE) OF AT LEAST A MAJORITY OF THE CAPITAL STOCK, BUSINESS, OPERATIONS
AND/OR ASSETS OF EMPLOYER, IN A TRANSACTION OR SERIES OF TRANSACTIONS WITH A
PURCHASER WHICH IS NOT AN AFFILIATE OF EMPLOYER IMMEDIATELY PRIOR TO SUCH
TRANSACTION OR SERIES OF TRANSACTIONS.
2.
RETENTION BONUS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EMPLOYER
WILL PAY A "RETENTION BONUS" IN THE AMOUNT OF $
TO EMPLOYEE IF
EMPLOYEE IS EMPLOYED BY EMPLOYER ON THE CLOSING DATE AND EITHER
(1)
EMPLOYEE IS EMPLOYED BY EMPLOYER, THE PURCHASER OR ONE OF THEIR
AFFILIATES ON THE FIRST ANNIVERSARY OF THE CLOSING DATE;
(2)
EMPLOYER, THE PURCHASER OR THEIR AFFILIATE TERMINATES EMPLOYEE'S
EMPLOYMENT, OTHER THAN FOR CAUSE, PRIOR TO THE FIRST ANNIVERSARY OF THE CLOSING
DATE (FOR WHICH PURPOSE A TRANSFER OF EMPLOYMENT WITHIN THE GROUP OF EMPLOYER,
PURCHASER AND OTHER AFFILIATES OF PURCHASER WILL NOT BE TREATED AS A TERMINATION
OF EMPLOYMENT);
(3)
EMPLOYEE RESIGNS WITH GOOD REASON