Employment Agreement - Hain Celestial Group Inc. and Irwin D. Simon
EMPLOYMENT AGREEMENT
Title
Executive Vice President and Chief Financial Officer, reporting directly to
Irwin D. Simon, Hain's Chief Executive Officer.
Term
An initial term commencing October 1, 2001 and ending June 30, 2002. Mr.
Lamel's employment will automatically renew in one year increments effective
July 1 of each fiscal year unless notice not to renew is delivered by Hain or
Mr. Lamel 90 days prior to the next renewal date.
Annual Base Salary
For the Fiscal
Year Ending Amount
June 30, 2002 $300,000 (pro rated from
employment commencement date)
Annual base salary will be reviewed annually and will be subject to upward
adjustment based on performance and market factors.
Annual Bonus
Mr. Lamel's annual bonus shall be determined in accordance with Hain's
current policies for executive officer compensation and shall be based on
performance and market factors. Mr. Lamel will receive a minimum annual bonus
equal to at least 25% of his annual base salary during the first two years of
his employment (pro rated for the fiscal year ending June 30, 2002), but in no
event shall Mr. Lamel's annual base salary and annual bonus be less than
$375,000 during the term of his employment with Hain; provided, payment of Mr.
Lamel's annual bonus for the fiscal year ending June 30, 2002 will be contingent
upon his continued employment with Hain for one year beyond the commencement of
this agreement. In addition, Mr. Lamel will have the opportunity to earn the
highest non-CEO bonus in terms of dollar value not percentage of annual base
salary.
Benefits
Standard Hain benefits for senior executives.
Vacation
3 weeks.
Perquisites
Standard car allowance for senior executives.
Severance
I.
If Mr. Lamel is "terminated without cause", he will be entitled to receive:
- 1 year annual salary
- 1 year minimum annual bonus
- accrued bonus through termination plus vacation
- 1 year of continued benefits
- vesting of all outstanding stock options
"Termination without cause" shall mean any termination of Mr. Lamel's
employment by Hain for any reason other than "termination for cause" or a
termination due to Mr. Lamel's disability or death.
II.
If Mr. Lamel (i) is "terminated for cause" or (ii) terminates the agreement
(other than as provided under "change of control" below), Mr. Lamel will receive
his earned salary and benefits through the date of termination. "Termination for
cause" shall mean a termination of Mr. Lamel's employment by Hain due to (i) his
conviction of a felony or crime involving moral turpitude or (ii) his willful
and continued failure to perform the material duties of his position, which
failure continues for a period of 30 days after his receipt of written notice
from Hain specifying the exact details of the alleged failure and which has had
(or is expected to have) a material adverse effect on the business of Hain or
its subsidiaries.
III.
If Mr. Lamel is terminated due to death or disability, he will receive
earned salary and benefits and one year's annual salary and benefits (which, in
the case of death, will be paid to his designated beneficiary).
Options
At the commencement of Mr. Lamel's employment, Mr. Lamel will
receive options exercisable for 125,000 shares of Hain common stock at an
exercise price of the market price at the date of grant. Fifty percent (50%) of
the options will vest immediately and the remaining fifty percent (50%) will
vest on the first anniversary of his employment. On or before the first
anniversary of the commencement of his employment, Hain will grant Mr. Lamel
options exercisiable for an additional 75,000 stock options at an exercise price
of the market price at the date of grant if Hain and Mr. Lamel have met certain
pre-established performance criteria.
Change of Control
Mr. Lamel will enter into the standard change of control agreement for
Hain senior executives. In addition, in the event of a "change
of control" (as defined in the change of control agreement), Mr. Lamel will
receive an additional 75,000 stock options exercisable at the lessor of (i) the
average daily closing price of Hain common stock during the 120-day trading
period immediately prior to the first public announcement relating to the
transaction triggering such change of control, or (ii) the price per share of
common stock to be paid in the change of control transaction less $6.67 per
share (or the equivalent thereof). Following a "change of control," the
severance provisions contained in the change of control agreement shall govern.
Non-Competition
During his employment and for one year thereafter if Mr. Lamel is
terminated for cause or resigns other than in connection with a "change of
control."
Confidentiality
Customary confidentiality applicable to Hain executive officers.