This Employment Agreement (the “Agreement”) is effective as of August 30, 2002 (the “Effective Date”), by and between Anchor Glass Container Corporation (the “Company”), and Richard M. Deneau (the “Executive”).
WHEREAS, the Company has employed the Executive as its President and Chief Operating Officer and wishes to continue to employ the Executive;
WHEREAS, the Company and the Executive have reached agreement concerning the terms and conditions of his continued employment with the Company and wish to formalize that agreement;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions stated in this Agreement, the Company and the Executive hereby agree as follows:
1.1 Employment. The Company hereby employs the Executive and the Executive hereby accepts employment with the Company as President and Chief Executive Officer. During the Employment Term (as hereinafter defined), the Executive will have the title, status and duties of President and Chief Executive Officer and will report directly to the Company’s Board of Directors (the “Board”).
1.2 Term of Employment. The term of employment (“Employment Term”) under this Agreement will commence on the Effective Date and will continue thereafter until three (3) years from the Effective Date, unless sooner terminated by either party in accordance with the provisions of this Agreement.
2.1 Duties. During the Employment Term, the Executive shall continue to perform the duties assigned to him and in effect during the one hundred and twenty (120) day period immediately preceding the Effective Date and shall further perform the duties assigned to him by the Board, from time to time after commencement of the Effective Date; provided that the Executive shall not be assigned tasks inconsistent with those of President and Chief Executive Officer. The Executive’s services shall be performed at the Company’s Tampa, Florida offices.
(a) The Executive shall devote substantially all of his business time and use his reasonable best efforts, talents, knowledge and experience to serve as the Company’s President and Chief Executive Officer and to promote the interests of the Company.
(b) The Executive will perform his duties diligently and competently and shall act in conformity with the Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive will at all times during the Employment Term strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of the executives of the Company. Except as provided in Section 2.2 below, the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder in any material way.
2.2 Other Activities. The Executive may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and, upon prior written approval of the Board, membership on other boards of directors, provided that such activities do not interfere in any material way with the performance of his duties under this Agreement. The time involved in such activities shall not be treated as vacation time. The Executive shall be entitled to keep any amounts paid to him in connection with such activities (e.g., director fees and honoraria).
Compensation and Benefits
During the Employment Term, the Company shall provide to the Executive, and the Executive shall accept from the Company as full compensation for the Executive’s services hereunder, compensation and benefits as follows:
3.1 Base Salary. The Company shall pay the Executive an annual base salary of $350,040 per year (“Base Salary”). The Board, or such committee of the Board as is responsible for setting the compensation of senior executive officers (the “Committee”) shall review the Executive’s performance and Base Salary at least annually in January of each year after consultation with the Executive, and may from time to time increase the Executive’s Base Salary. The first review shall be in January 2003. Effective as of the date of any such increase, the “Base Salary” as so increased shall become the Executive’s “Base Salary” for all purposes of this Agreement and may not thereafter be reduced without the Executive’s written consent. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement. The Company shall pay the Executive’s Base Salary according to the payroll practices in effect for all senior executive officers of the Company.