-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqWln2Om0pvvAlA3KgtUjDdrgfri8W4SWPVnYxqg6JLzqi0i/5bPf1sF1jz4TxR/ KAmirY330xnmkil4v5KlMw== 0000902561-98-000129.txt : 19980410 0000902561-98-000129.hdr.sgml : 19980410 ACCESSION NUMBER: 0000902561-98-000129 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980409 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY RAZOR CO CENTRAL INDEX KEY: 0000750339 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 541050207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21952 FILM NUMBER: 98590796 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 BUSINESS PHONE: 5042488000 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 10-K/A 1 FORM 10K-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K/A ---------- [X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Commission File Number 0-21952 ---------- AMERICAN SAFETY RAZOR COMPANY (Exact name of registrant as specified in its charter) Delaware 54-1050207 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P. O. Box 500 Staunton, Virginia 24402-0500 (Address of principal executive offices, including zip code) ---------- Registrant's telephone number, including area code: (540) 248-8000 ---------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share ---------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 9, 1998, 12,106,449 shares of the Registrant's Common Stock were outstanding. The aggregate market value of the Registrant's Common Stock, which is the only class of voting stock of the Registrant, held by non-affiliates was approximately $212,192,139 based on the closing sales price of March 9, 1998. Determination of affiliate status for this purpose is not a determination of affiliate status for any other purpose. DOCUMENT INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement for the Annual Meeting of Shareholders to be held on May 19, 1998, are incorporated by reference into Part III of this Report on Form 10-K. PART IV Form 10-K of American Safety Razor Company for the year ended December 31, 1997, filed with the Securities and Exchange Commission on March 18, 1998, is amended to include (i) in Exhibit 27 a restated financial data schedule for the quarter ended September 30, 1997, relating to recalculated earnings per share amounts due to the adoption by the Company of Statement of Financial Accounting Standards No. 128, "Earnings Per Share", effective Decemer 31, 1997, and (ii) Exhibits 10.6(b), 10.6(c) and 10.6(d) relating to employment protection agreements. Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K. (a) (1), (2) and (3)--The response to this portion of Item 14 is submitted as a separate section of this Report under Item 8. (b) Reports on Form 8-K filed in the fourth quarter of 1997. None (c) Exhibits--The response to this portion of Item 14 is submitted as a separate section of this Report starting on page 4. (d) Financial Statement Schedule--The response to this portion of Item 14 is submitted as a separate section of this Report on page 3. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 9th day of April 1998. AMERICAN SAFETY RAZOR COMPANY /s/William C. Weathersby ------------------------------ William C. Weathersby Director, President and Chief Operating Officer /s/Thomas G. Kasvin ------------------------------ Thomas G. Kasvin Senior Vice President Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 2 SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AMERICAN SAFETY RAZOR COMPANY (IN THOUSANDS)
Additions ---------------------- Balance Charged to Charged Balance Beginning Costs and to Other End of Description of Period Expenses Accounts Deductions Period - ----------- --------- ---------- -------- ---------- ------- Year ended 12-31-97 Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $1,252 $ 595 $ - $ 484 (2) $1,36 Allowance for discounts and other deductions 1,306 4,820 - 4,028 (3) 2,09 ------ ------ ---- ------ ------ $2,558 $5,415 $ - $4,512 $3,46 ====== ====== ==== ====== ====== Year ended 12-31-96 Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $1,026 $ 593 $ 3 (1) $ 370 (2) $1,252 Allowance for discounts and other deductions 986 3,223 32 (1) 2,935 (3) 1,306 ------ ------ ---- ------ ------ $2,012 $3,816 $ 35 $3,305 $2,558 ====== ====== ==== ====== ====== Year ended 12-31-95 Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 794 $ 594 $ 71 (1) $ 433 (2) $1,026 Allowance for discounts and other deductions 633 3,534 235 (1) 3,416 (3) 986 ------ ------ ---- ------ ------ $1,427 $4,128 $306 $3,849 $2,012 ====== ====== ==== ====== ====== (1) Allowance balance of subsidiary at acquisition date (2) Accounts written off, net of recoveries (3) Discounts taken by customer
3 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Description Page 2.1 Stock Sale and Purchase Agreement for the Registrant, dated April 12, 1989, by, between, and among J. Gray Ferguson, Arthur J. Gajarsa, Joseph F. Hackett and William L. Robbins, III, the Registrant and ASR Acquisition Corp. (1)................................. ** 2.2 Agreement for Purchase and Sale of Stock, dated April 17, 1989, by and among Howard E. Strauss, Bert Ghavami, and Ardell Acquisition Corp.(1)......... ** 2.3 Amendment No. 1 to Agreement for Purchase and Sale of Stock, dated April 28, 1989, by and among Howard E. Strauss, Bert Ghavami, and Ardell Acquisition Corp.................................................. ** 2.4 Agreement for Purchase and Sale of Stock of Megas Beauty Care, Inc. dated May 16, 1994 between Megas Holdings, Inc. and Robert Bender (1)............... *** 2.5 Stock Purchase Agreement dated February 7, 1995, by and among Sterile Products Holdings, Inc. and C. C. (Jack) Van Noy, George P. Goemans, Tamalpais Capital, and Newtek Venture (1)................................ **** 2.6 Asset Purchase Agreement, dated as of March 6, 1996, by and among MLO Razor Company (1996) Ltd. ("Purchaser"), and Bond-America Israel Blades Ltd. ("Seller"), Nostrum Establishment and Kaftor VePerach Ltd., the stockholders of Seller (individually each an "Owner" and collectively, the "Owners") and Robert Mandel, Daniel Mandel, Alfred Mernone, Shulamit Weiman, Noam Weiman, Efrat Gershoni and Ayin Mor Ltd. (individually each a "Beneficial Owner" and collectively the "Beneficial Owners" and together with the Owners, the "Stockholders"). (1)............. ******* 2.7 Amendment No. 1 to Asset Purchase Agreement (the "Amendment"), dated as of March 25, 1996, by and among Bond Blades International Ltd. (formerly known as MLO Razor Company (1996) Ltd.), ("Purchaser"), and Bond-America Israel Blades Ltd., ("Seller"), Nostrum Establishment and Kaftor VePerach Ltd., the stockholders of Seller (individually each an "Owner" and collectively, the "Owners") and Robert Mandel, Daniel Mandel, Alfred Mernone, Shulamit Weiman, Noam Weiman, Efrat Gershoni and Ayin Mor Ltd. (individually each a "Beneficial Owner" and collectively the "Beneficial Owners" and together with the Owners, the "Stockholders").................. ******* 2.8 Asset Purchase Agreement, dated as of March 6, 1996, by and among American Safety Razor Company ("Purchaser"), and A.I. Blades, Inc. ("Seller") and Bond-America Israel Blades, Ltd., the sole stockholder of Seller ("Bond"), Nostrum Establishment and Kaftor VePerach Ltd., Robert Mandel, Daniel Mandel, Alfred Mernone, Shulmait Weiman, Noam Weiman, Efrat Gershoni and Ayin Mor Ltd. (individually each a "Beneficial Owner" and collectively the "Beneficial Owners" and together with Bond, the "Stockholders"). (1)................................................... ******* 4 Sequentially Exhibit Numbered Number Description Page 2.9 Amendment No. 1 to Asset Purchase Agreement (the "Amendment"), dated as of March 25, 1996, by and among American Safety Razor Company ("Purchaser"), and A.I. Blades, Inc. ("Seller") and Bond-America Israel Blades Ltd., the sole stockholder of Seller ("Bond"), Nostrum Establishment and Kaftor VePerach Ltd., Robert Mandel, Daniel Mandel, Alfred Mernone, Shulamit Weiman, Noam Weiman, Efrat Gershoni and Ayin Mor Ltd. (individually each a "Beneficial Owner" and collectively the "Beneficial Owners" and together with Bond, the "Stockholders")........................ ******* 3.1 Amended and Restated Certificate of Incorporation of the Registrant........................................ * 3.2 Amended and Restated By-laws of the Registrant........ * 4.1 Specimen of Stock Certificate......................... ** 4.2 Recapitalization Agreement, dated May 24, 1993, among the Registrant and its Stockholders................... * 4.3 Subscription Agreement, dated April 28, 1989, by and among the Registrant, JZCC and Allsop................. ** 4.4 Registration Rights Agreement, dated as of August 3, 1995, among the Registrant, the Guarantors and the Initial Purchasers, relating to the Senior Notes................................................. ****** 4.5 Indenture governing the Senior Notes, dated as of August 3, 1995, by and among the Registrant, the Guarantors and the Trustees........................... ***** 4.6 Preferred Stock Exchange Agreement, dated June 14, 1993, among the Registrant and the holders of Preferred Stock....................................... * 4.7 Common Stock Conversion Agreement, dated May 24, 1993, among the Registrant and the holders of Common Stock................................................. * 4.8 Stockholders Agreement, dated April 14, 1989, between the Registrant and its Stockholders.......................................... ** 4.9 First Amendment to the Stockholders Agreement, dated April 28, 1989, between the Registrant and its Stockholders.......................................... ** 4.10 Second Amendment to the Stockholders Agreement, dated December 29, 1992, between the Registrant and its Stockholders.......................................... ** 4.11 Third Amendment to the Stockholders Agreement, dated June 15, 1993, among the Registrant and certain of its Stockholders...................................... * 4.12 $2,500,000 Subordinated Secured Note, due June 10, 2000, executed by Megas Holdings, Inc. in favor of Robert Bender......................................... *** 4.13 Junior Security Agreement, dated June 10, 1994, by Megas Beauty Care, Inc. (formerly Megas Holdings, Inc.) in favor of Robert Bender....................... **** 4.14 Multicurrency Credit Agreement, dated as of August 3, 1995, among the Registrant, the Guarantors and First National Bank of Chicago, as agent, including exhibits.............................................. ***** 5 Sequentially Exhibit Numbered Number Description Page 4.15 Guarantees of the Guarantors pursuant to the Multicurrency Credit Agreement........................ ****** 4.16 Security Agreement, dated August 3, 1995, between the Registrant and First National Bank of Chicago, as agent, including schedules............................ ****** 4.17 Guarantor Security Agreements, dated August 3, 1995, by and among the Guarantors and First National Bank of Chicago, as agent, including schedules............. ****** 10.1(a) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and William C. Weathersby (2)........................................ * 10.1(b) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and William L. Robbins (2)................................................... * 10.1(c) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and George L. Pineo (2)................................................... * 10.1(d) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and Gary S. Wade (2)................................................... * 10.1(e) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and Joseph F. Hackett (2)................................................... * 10.1(f) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and Thomas G. Kasvin (2)................................................... * 10.1(g) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and Thomas B. Boyd (2)................................................... * 10.1.(h) Non-Disclosure/Non-Compete Agreement, dated June 15, 1993, between the Registrant and Bruce L. Stichter (2)................................................... * 10.2(a) Indemnification Agreement, dated June 15, 1993, between the Registrant and Thomas H. Quinn (2)................................................... * 10.2(b) Indemnification Agreement, dated June 15, 1993, between the Registrant and William C. Weathersby (2)................................................... * 10.2(c) Indemnification Agreement, dated June 15, 1993, between the Registrant and Jonathan F. Boucher (2)................................................... * 10.2(d) Indemnification Agreement, dated June 15, 1993, between the Registrant and John W. Jordan, II (2)................................................... * 10.2(e) Indemnification Agreement, dated June 15, 1993, between the Registrant and David W. Zalaznick (2)................................................... * 10.2(f) Indemnification Agreement, dated June 15, 1993, between the Registrant and John R. Lowden (2)................................................... * 10.2(g) Indemnification Agreement, dated June 15, 1993, between the Registrant and Paul D. Rhines (2)................................................... * 10.2(h) Indemnification Agreement, dated June 15, 1993, between the Registrant and D. Patrick Curran (2)................................................... * 6 Sequentially Exhibit Numbered Number Description Page 10.2(i) Indemnification Agreement, dated June 15, 1993, between the Registrant and William C. Ballard, Jr. (2)................................................... * 10.3 Financial Advisory Agreement, dated July 12, 1995, between the Registrant and TJC Management............. ****** 10.4 Settlement Agreement, dated June 5, 1992, by and between Warner-Lambert Company and the Registrant............................................ ** 10.5 Administrative Consent Order, dated March 13, 1989, between the Registrant and the New Jersey Department of Environmental Protection and Energy................ ** 10.6(a) Employment Agreement, dated March 3, 1995, by and between Sterile Products Holdings, and Sterile Products Corporation and C. C. Van Noy (2)............ **** 10.6(b) Employment Protection Agreement, dated December 8, 1997, by and between the Registrant and William C. Weathersby (2)........................................ 10.6(c) Employment Protection Agreement, dated December 8, 1997, by and between the Registrant and James V. Heim (2)................................................... 10.6(d) Employment Protection Agreement, dated December 8, 1997, by and between the Registrant and Thomas G. Kasvin (2)............................................ 10.7 The American Safety Razor Company Stock Option Plan... * 16 Letter re Change in Certifying Accountant............. **** 21 List of Subsidiaries of the Registrant................ 23 Consent of Coopers & Lybrand L.L.P.................... 27 Financial Data Schedule............................... - ----------------------- * Incorporated by reference to the exhibits filed with the Registrant's Form 10-K for the fiscal year ended December 31, 1993. ** Incorporated by reference to the exhibits filed with the Registrant's Form S-1 Registration Statement (No. 33-60298). *** Incorporated by reference to the exhibits filed with the Registrant's Form 8-K/A, dated June 10, 1994 relating to the acquisition of Megas Beauty Care, Inc. **** Incorporated by reference to the exhibits filed with the Registrant's Form 10-K for the fiscal year ended December 31, 1994. ***** Incorporated by reference to the exhibits filed with the Registrant's Form 8-K, dated August 15, 1995. ****** Incorporated by reference to the exhibits filed with the Registrant's Form S-4 Registration Statement (No. 33-96046). ******* Incorporated by reference to the exhibits filed with the Registrant's Form 10-Q for the quarter ended March 31, 1996. (1) Disclosure schedules relating to the representations and warranties have not been filed; such schedules will be filed supplementally upon the request of the Securities and Exchange Commission. (2) This exhibit is a management contract or compensatory plan or arrangement required to be identified in this Form 10-K pursuant to Item 14(c) of this Report. 7 EX-10.6(B) 2 EXHIBIT 10.6(B) Exhibit 10.6(b) EMPLOYMENT PROTECTION AGREEMENT THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware corporation (the "Company"), and WILLIAM C. WEATHERSBY, an individual ("Executive"). WITNESSETH: WHEREAS, Executive is currently employed as the President and Chief Operating Officer of the Company; WHEREAS, the board of directors of the Company considers it to be in the best interests of the Company to foster the continued employment of certain key management personnel; and WHEREAS, the board of directors of the Company recognizes that the possibility of the sale of the Company exists and, as a result, the board of directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Company's management team; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. "Cause" shall mean any one of the following: (i) the conviction of Executive of any crime or criminal offense involving monies or other property or any felony; (ii) the breach by Executive of any of his fiduciary duties of loyalty as an officer of the Company; (iii) the repeated and willful failure of Executive to diligently, faithfully and competently perform his duties; and (iv) the material violation by Executive of the terms of any agreement with the Company after a reasonable notice of such violation and an opportunity to cure. b. "Change of Control" shall mean (a) the purchase or other acquisition, pursuant to the sale process recently approved by the board of directors of the Company, by any person(s) or entity, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein), the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of (i) beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then-outstanding shares of voting common stock of the Company, (ii) all or substantially all of the assets of the Company or (iii) that number of shares of voting common stock owned by the members of the Jordan Group which results in the Jordan Group beneficially owning less than three and one-half percent (3.5%) of the then outstanding voting common stock of the Company, or (b) pursuant to such sale process, resignation or removal of all the members of the Jordan Group from the Board of Directors of the Company. Notwithstanding the foregoing, a sale, spin-off, joint venture or other business combination by the Company, which involves one or more, but not substantially all, of the Company's divisions or subsidiaries and is approved by a majority vote of the board of directors of the Company, shall not be deemed to be a Change of Control. c. "Effective Date" shall mean the first date on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive's employment with the Company is terminated by the Company and such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with, or in anticipation of, a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. d. "Jordan Group" shall collectively mean Jordan Industries, Inc., The Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation, MCIT PLC and their respective partners, shareholders, direct and indirect subsidiaries, and any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R. Lowden and Jonathan F. Boucher. For purposes of this definition, the term "Person" shall include any single individual, any single entity and, in either case, their "Affiliates" as that term is defined under the Exchange Act. 2. Duties. While employed by the Company, Executive shall diligently, faithfully and competently perform the duties of the offices of President and Chief Operating Officer and shall devote as much of his productive time and abilities to the performance of such duties as is required to accomplish such duties. 3. Compensation; Change of Control Payment. a. While Executive is employed by the Company, the Company will pay Executive such compensation and benefits as agreed upon from time to time by the parties hereto. b. In the event of a Change of Control, on an Effective Date, the Company shall pay Executive a lump sum in cash consisting of, (i) six month's base salary (excluding benefits) at the rate in effect as of the Effective Date and (ii) an amount equal to 50% of Executive's "target" bonus (excluding stock bonuses or stock options) for the fiscal year in which the Change of Control occurs (items (i) and (ii) are collectively referred to as the "Change of Control Payment"). The amounts payable to Executive pursuant to this Section 3(b) shall be in addition to any salary, bonus or benefits payable to or accrued to Executive as of an Effective Date. 4. Severance Payment. a. Subject to Sections 6 and 7 hereof, if as of an Effective Date (i) Executive is not hired by the Company or its successor to serve as President or such similar position, or within twelve months after such Effective Date, (ii) Executive's employment is terminated by the Company or its successor for any reason other than the voluntary termination by Executive, termination of Executive for cause, or the death of Executive, (iii) the location of the office where Executive is required to perform the majority of his duties for the Company is relocated, without Executive's consent, to a location more than 70 miles from Verona, Virginia or (iv) without Executive's concurrence, Executive's duties as set forth in Section 2 hereof or Executive compensation during the twelve months prior to an Effective Date are materially reduced (items (i)-(iv) each being referred to as a "Termination Event"), the Company shall pay Executive an amount equal to the Change of Control Payment (such amount being referred to as the "Severance Payment"). All amounts payable by the Company to Executive pursuant to this Section 4 shall be in addition to any other amounts payable under this Agreement and shall be paid, at the option of Executive: (A) in a lump sum in cash within 10 days of the date of the Termination Event; or (B) in accordance with the payroll schedule of the Company in effect as of the date of the Termination Event, and, in addition, Executive shall be entitled to continue to receive, at the Company's cost, the Base Benefits (defined herein) he receives as of the date of the Termination Event until such time as the Severance Payment has been paid in full, provided, however, if prior to the full payment of the Severance Payment, Executive becomes employed with another entity, upon Executive's delivery of written notice informing the Company of such employment, the Company shall pay Executive a lump sum in cash equal to the unpaid amount, if any, of the Severance Payment and Executive shall no longer be entitled to receive the Base Benefits. As used in this Section 4(a), "Base Benefits" shall mean life insurance, disability insurance and health insurance. Pursuant to clause (B) of this Section 4(a), Executive shall not be entitled to receive any benefits other than the Base Benefits, including, but not limited to, participation in any 401(k), profit sharing or retirement plans or the payment or reimbursement of any automobile expenses or social club dues. b. Executive shall exercise his payment option under Section 4(a) by delivering written notice to the Company within five (5) days after the date of the Termination Event, provided, however, in the event Executive fails to deliver such written notice, the Severance Payment shall be paid in accordance with clause A of Section 4(a). 5. Stock Options. As of the date of a Termination Event, any stock options previously granted to Executive under any stock option plan of the Company or any of its subsidiaries, whether or not vested, shall become immediately exercisable. Executive shall have one year after the date of the Termination Event to exercise such options. The provisions of the foregoing sentence will supersede and amend any inconsistent provision in the terms of any agreement granting stock options to Executive. 6. Release. As a condition to receiving the amounts payable under Section 4 and exercising any stock options pursuant to Section 5, Executive must provide the Company with a release, satisfactory to the Company in its reasonable discretion, of all claims, charges and causes of action Executive may have arising out of or relating in any way to Executive's employment by the Company and its affiliated companies and the termination of such employment. 7. Termination. Except as may otherwise be provided below, the employment of Executive by the Company is "at will" and, prior to an Effective Date, Executive's employment may be terminated by either the Executive or the Company, in which case Executive shall have no further rights under this Agreement (except as provided in the next sentence) and the Company shall be released from its obligations under this Agreement. Notwithstanding the previous sentence, if the Company shall terminate Executive's employment without Cause within 120 days of an Effective Date, subject to the terms of Sections 6, 8 and 9, Executive shall be entitled to receive the benefit of this Agreement. This Agreement shall expire on December 31, 2002, unless sooner terminated as provided for above and upon such expiration, Executive shall have no further rights under his Agreement and the Company shall be released from its obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Sections 8 and 9 of this Agreement shall survive the termination or expiration of this Agreement. 8. Restrictive Covenants. In consideration of this Agreement, Executive agrees that for the one year period after his employment is terminated for any reason, Executive shall not: a. directly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active interest in a business located anywhere in United States, Israel, Germany, the Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that manufactures or distributes razor blades, razors, cotton fiber products in the health and beauty aids business segment, or foot care or soap products in the health and beauty aids business segment, or that otherwise competes with or is substantially similar in concept, design, format, or otherwise to the business conducted by the Company and its subsidiaries on the date hereof or at any time prior to the date on which Executive's employment is terminated. Notwithstanding the above, this paragraph shall not be construed to prohibit Executive from owning less than three percent (3%) of the outstanding securities of a corporation which is publicly traded on a securities exchange or over-the-counter. b. directly or indirectly, either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, (i) divert or attempt to divert from the Company any business with any customer or account with which Executive had any contact or association, which was under the supervision of Executive, or the identity of which was learned by Executive as a result of Executive's employment with the Company, or (ii) induce any salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber or other person transacting business with the Company to terminate their relationship or association with the Company, or to represent, distribute or sell services or products in competition with services or products that are provided by or produced by the Company at any time prior to the date on which Executive's employment is terminated, or (iii) induce or cause any employee of the Company or its affiliates to leave the employ of the Company or any affiliate of the Company. 9. Non-Disclosure. Executive shall not at any time or in any manner, directly or indirectly, use or disclose to any party other than the Company, it subsidiaries or their successors any trade secrets or other confidential information (defined herein) learned or obtained by him while a stockholder, officer or director of the Company. As used herein, the term "Confidential Information" means information disclosed to or known by Executive as a consequence of his position with the Company and not generally known in the industry in which the Company or its subsidiaries are engaged and that in any relates to the Company's or any of its subsidiaries' products, processes, services, inventions (whether patentable or not), formulas, techniques or know-how, including, but not limited to, information relating to distribution, systems and methods, research, development, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling. Executive acknowledges that the release of any Confidential Information of the Company, any of its subsidiaries or their successors to unauthorized persons would be extremely detrimental to the Company and agrees to use its best efforts to safeguard such Confidential Information from unauthorized persons. Upon a Termination Event, or whenever the Company shall request, Executive shall deliver and return promptly to the Company all tangible embodiments (including all copies) of the Confidential Information in the possession or under the control of Executive. 10. Successors. a. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representative. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, sale of assets or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 11. Mitigation. The Company acknowledges and agrees that in the event of a Termination Event, Executive shall not be required to mitigate the amount of the Severance Payment by seeking other employment or otherwise. 12. Miscellaneous. a. This Agreement shall be governed by and construed in accordance with the laws of the state of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. b. This Agreement may be amended, changed or modified only pursuant to a written document signed by both the Company and the Executive. c. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: William C. Weathersby 2 Old Mill Road Charlottesville, Virginia 22901 If to the Company: American Safety Razor Company P.O. Box 500 Staunton, Virginia 24402-0500 Notices and communications shall be effective at the time they are given in the foregoing manner. d. The Company shall withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. e. A party's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. f. If any legal action or other proceeding is commenced to enforce or interpret any provision of, or otherwise relating to this Agreement, the losing party shall pay the prevailing party's reasonable expenses incurred in the investigation of any claim leading to the proceeding, preparation for and participation in the proceeding, any appeal or other post judgment motion and any action to enforce or collect the judgment, including contempt, garnishment, levy, discovery or bankruptcy. "Expenses" shall include, without limitation, reasonable court or other proceeding costs and reasonable experts' and reasonable attorneys' fees and their expenses. The phrase "prevailing party" shall mean the party who is determined in the proceeding to have prevailed and who prevails by dismissal, default or otherwise. [SIGNATURES ON THE NEXT PAGE] IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8, 1997. AMERICAN SAFETY RAZOR COMPANY By:/s/ Thomas H. Quinn --------------------------- Thomas H. Quinn, Chairman of the Board and Chief Executive Officer /s/ William C. Weathersby --------------------------- William C. Weathersby EX-10.6(C) 3 EXHIBIT 10.6(C) Exhibit 10.6(c) EMPLOYMENT PROTECTION AGREEMENT THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware corporation (the "Company"), and JAMES V. HEIM, an individual ("Executive"). WITNESSETH: WHEREAS, Executive is currently employed as the Senior Vice President- Consumer Products of the Company; WHEREAS, the board of directors of the Company considers it to be in the best interests of the Company to foster the continued employment of certain key management personnel; and WHEREAS, the board of directors of the Company recognizes that the possibility of the sale of the Company exists and, as a result, the board of directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication to the Company of Executive as a member of the Company's management team; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. "Cause" shall mean any one of the following: (i) the conviction of Executive of any crime or criminal offense involving monies or other property or any felony; (ii) the breach by Executive of any of his fiduciary duties of loyalty as an officer of the Company; (iii) the repeated and willful failure of Executive diligently, faithfully and competently perform his duties; or (iv) the material violation by Executive of any of the terms of any agreement with the Company after a reasonable notice of such violation and an opportunity to cure. b. "Change of Control" shall mean (a) the purchase or other acquisition, pursuant to the sale process recently approved by the board of directors of the Company, by any person(s) or entity, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein), the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 50% or more of the then-outstanding shares of voting common stock of the Company, (ii) all or substantially all of the assets of the Company or (iii) that number of shares of voting common stock owned by the members of the Jordan Group which results in the Jordan Group beneficially owning less than three and one-half percent (3.5%) of the then outstanding voting common stock of the Company, or (b) pursuant to such sale process, resignation or removal of all the members of the Jordan Group from the Board of Directors of the Company. Notwithstanding the foregoing, a sale, spin-off, joint venture or other business combination by the Company, which involves one or more divisions or subsidiaries of the Company and is approved by a majority vote of the board of directors of the Company, shall not be deemed to be a Change of Control. c. "Effective Date" shall mean the first date on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive's employment with the Company is terminated by the Company, and such termination: (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control; or (ii) otherwise arose in connection with, or in anticipation of, a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. d. Jordan Group" shall collectively mean Jordan Industries, Inc., The Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation, MCIT PLC and their respective partners, shareholders, direct and indirect subsidiaries, and any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R. Lowden and Jonathan F. Boucher. For purposes of this definition, the term "Person" shall include any single individual, any single entity and, in either case, their "Affiliates" as that term is defined under the Exchange Act. 2. Duties. While employed by the Company, Executive shall diligently, faithfully and competently perform the duties of the office of Senior Vice President-Consumer Products and shall devote as much of his productive time and abilities to the performance of such duties as is required to accomplish such duties. 3. Compensation; Change of Control Payment. a. While Executive is employed by the Company, the Company will pay Executive such compensation and benefits as agreed upon from time to time by the parties hereto. b. In the event of a Change of Control, on an Effective Date the Company shall pay Executive a lump sum in cash consisting of, (i) one year's base salary (excluding benefits) at the rate in effect as of the Effective Date and (ii) an amount equal to 100% of Executive's "target" bonus (excluding stock bonuses or stock options) for the fiscal year in which the Change of Control occurs (items (i) and (ii) are collectively referred to as the "Change of Control Payment"). The payments to Executive by the Company pursuant to this Section 3(b) shall be in addition to any salary, bonus and benefits payable to or accrued to Executive as of an Effective Date. 4. Severance Payment. Subject to Sections 5 and 6 hereof, if as of an Effective Date (i) Executive is not hired by the Company or its successor to serve as Senior Vice President-Consumer Products or in a similar position, or within twenty-four months after such Effective Date, (ii) Executive's employment is terminated by the Company or its successor for any reason other than the voluntary termination by Executive, termination of Executive for Cause, or the death of Executive, (iii) the location of the office where Executive is required to perform the majority of his duties for the Company is relocated, without Executive's consent, to a location more than 70 miles from Verona, Virginia or (iv) without Executive's concurrence, Executive's duties as set forth in Section 2 hereof or Executive's compensation during the twenty-four months prior to an Effective Date are materially reduced (items (i)-(iv) each being referred to as a "Termination Event"), the Company shall pay Executive an amount equal to the Change of Control Payment (the "Severance Payment"). All amounts payable by the Company to Executive pursuant to this Section 4 shall be in addition to any other amounts payable under and shall be paid, at the option of Executive, (A) in a lump sum in cash within 10 days of the date of the Termination Event or (B) in accordance with the payroll schedule of the Company in effect as of the date of the Termination Event, provided, however, if prior to the full payment of the Severance Payment, Executive becomes employed by another entity, upon Executive's delivery of written notice to the Company of such employment, the Company shall pay Executive a lump sum in cash equal to the unpaid amount of the Severance Payment. Executive shall exercise his payment option by delivering written notice to the Company within five (5) days after the date of the Termination Event, provided, however, in the event Executive fails to deliver such written notice, the Severance and shall be in addition to any other amounts payable under this Agreement. 5. Release. As a condition to receiving the amounts payable under Section 4, Executive must provide the Company with a release, satisfactory to the Company in its reasonable discretion, of all claims, charges and causes of action Executive may have arising out of or relating in any way to Executive's employment by the Company and its affiliated companies and the termination of such employment. 6. Termination. Except as may otherwise be provided under any other written agreement between Executive and the Company, the employment of Executive by the Company is "at will" and, prior to an Effective Date, Executive's employment may be terminated by either Executive or the Company, in which case Executive shall have no further rights under this Agreement and the Company shall be released from its obligations under this Agreement. In addition, unless a Change of Control has occurred prior thereto, this Agreement shall expire on December 31, 2002 unless this Agreement is sooner terminated as provided for above, in which case Executive shall have no further rights under this Agreement and the Company shall be released from its obligations under this Agreement. 7. Restrictive Covenants. In consideration of this Agreement, Executive agrees that for the one year period after his employment is terminated for any reason, Executive shall not: a. directly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active interest in a business located anywhere in United States, Israel, Germany, the Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that manufactures or distributes razor blades, razors, cotton fiber products in the health and beauty aids business segment, or foot care or soap products in the health and beauty aids business segment, or that otherwise competes with or is substantially similar in concept, design, format, or otherwise to the business conducted by the Company and its subsidiaries on the date hereof or at any time during the term of this covenant. Notwithstanding the above, this paragraph shall not be construed to prohibit Executive from owning less than three percent (3%) of the outstanding securities of a corporation which is publicly traded on a securities exchange or over-the-counter. b. directly or indirectly, either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, (i) divert or attempt to divert from the Company any business with any customer or account with which Executive had any contact or association, which was under the supervision of Executive, or the identity of which was learned by Executive as a result of Executive's employment with the Company, or (ii) induce any salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber or other person transacting business with the Company to terminate their relationship or association with the Company, or to represent, distribute or sell services or products in competition with services or products of the Company, or (iii) induce or cause any employee of the Company or its affiliates to leave the employ of the Company or any affiliate of the Company. 8. Successors. a. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representative. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, sale of assets or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 9. Miscellaneous. a. This Agreement shall be governed by and construed in accordance with the laws of the state of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. b. This Agreement may be amended, changed or modified only pursuant to a written document signed by both the Company and Executive. c. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: James V. Heim 1420 Piper Way Keswick, Virginia 22947 If to the Company: American Safety Razor Company P.O. Box 500 Staunton, Virginia 24402-0500 Notices and communications shall be effective at the time they are given in the foregoing manner. d. The Company shall withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. e. A party's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. f. If any legal action or other proceeding is commenced to enforce or interpret any provision of, or otherwise relating to this Agreement, the losing party shall pay the prevailing party's reasonable expenses incurred in the investigation of any claim leading to the proceeding, preparation for and participation in the proceeding, any appeal or other post judgment motion and any action to enforce or collect the judgment, including contempt, garnishment, levy, discovery or bankruptcy. "Expenses" shall include, without limitation, reasonable court or other proceeding costs and reasonable experts' and reasonable attorneys' fees and their expenses. The phrase "prevailing party" shall mean the party who is determined in the proceeding to have prevailed and who prevails by dismissal, default or otherwise. IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8, 1997. AMERICAN SAFETY RAZOR COMPANY By:/s/ Thomas H. Quinn --------------------------- Thomas H. Quinn, Chairman of the Board and Chief Executive Officer /s/ James V. Heim --------------------------- James V. Heim EX-10.6(D) 4 EXHIBIT 10.6(D) Exhibit 10.6(d) EMPLOYMENT PROTECTION AGREEMENT THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into on December 8, 1997, by and between AMERICAN SAFETY RAZOR COMPANY, a Delaware corporation (the "Company"), and THOMAS G. KASVIN, an individual ("Executive"). WITNESSETH: WHEREAS, Executive is currently employed as the Senior Vice President- Finance of the Company; WHEREAS, the board of directors of the Company considers it to be in the best interests of the Company to foster the continued employment of certain key management personnel; and WHEREAS, the board of directors of the Company recognizes that the possibility of the sale of the Company exists and, as a result, the board of directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Company's management team; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. "Cause" shall mean any one of the following: (i) the conviction of Executive of any crime or criminal offense involving monies or other property or any felony; (ii) the breach by Executive of any of his fiduciary duties of loyalty as an officer of the Company; (iii) the repeated and willful failure of Executive to diligently, faithfully and competently perform his duties; and (iv) the material violation by Executive of the terms of any agreement with the Company after a reasonable notice of such violation and an opportunity to cure. b. "Change of Control" shall mean (a) the purchase or other acquisition, pursuant to the sale process recently approved by the board of directors of the Company, by any person(s) or entity, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein), the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of (i) beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then-outstanding shares of voting common stock of the Company, (ii) all or substantially all of the assets of the Company or (iii) that number of shares of voting common stock owned by the members of the Jordan Group which results in the Jordan Group beneficially owning less than three and one-half percent (3.5%) of the then outstanding voting common stock of the Company, or (b) pursuant to such sale process, resignation or removal of all the members of the Jordan Group from the Board of Directors of the Company. Notwithstanding the foregoing, a sale, spin-off, joint venture or other business combination by the Company, which involves one or more, but not substantially all, of the Company's divisions or subsidiaries and is approved by a majority vote of the board of directors of the Company, shall not be deemed to be a Change of Control. c. "Effective Date" shall mean the first date on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive's employment with the Company is terminated by the Company and such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with, or in anticipation of, a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. d. "Jordan Group" shall collectively mean Jordan Industries, Inc., The Jordan Company, Leucadia Investors Inc., Jordan/Zalaznick Capital Corporation, MCIT PLC and their respective partners, shareholders, direct and indirect subsidiaries, and any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with them, and John W. Jordan II, Thomas H. Quinn, David W. Zalaznick, John R. Lowden and Jonathan F. Boucher. For purposes of this definition, the term "Person" shall include any single individual, any single entity and, in either case, their "Affiliates" as that term is defined under the Exchange Act. 2. Duties. While employed by the Company, Executive shall diligently, faithfully and competently perform the duties of the office of Senior Vice President-Finance and shall devote as much of his productive time and abilities to the performance of such duties as is required to accomplish such duties. 3. Compensation; Change of Control Payment. a. While Executive is employed by the Company, the Company will pay Executive such compensation and benefits as agreed upon from time to time by the parties hereto. b. In the event of a Change of Control, on an Effective Date, the Company shall pay Executive a lump sum in cash consisting of, (i) one year's base salary (excluding benefits) at the rate in effect as of the Effective Date and (ii) an amount equal to 100% of Executive's "target" bonus (excluding stock bonuses or stock options) for the fiscal year in which the Change of Control occurs (items (i) and (ii) are collectively referred to as the "Change of Control Payment"). The amounts payable to Executive pursuant to this Section 3(b) shall be in addition to any salary, bonus or benefits payable to or accrued to Executive as of an Effective Date. 4. Severance Payment. a. Subject to Sections 6 and 7 hereof, if as of an Effective Date (i) Executive is not hired by the Company or its successor to serve as Senior Vice President-Finance or such similar position, or within twenty-four months after such Effective Date, (ii) Executive's employment is terminated by the Company or its successor for any reason other than the voluntary termination by Executive, termination of Executive for Cause, or the death of Executive, (iii) the location of the office where Executive is required to perform the majority of his duties for the Company is relocated, without Executive's consent, to a location more than 70 miles from Verona, Virginia or (iv) without Executive's concurrence, Executive's duties as set forth in Section 2 hereof or Executive's compensation during the twenty-four months prior to an Effective Date are materially reduced (items (i)-(iv) each being referred to as a "Termination Event"), the Company shall pay Executive an amount equal to the Change of Control Payment (such amount being referred to as the "Severance Payment"). All amounts payable by the Company to Executive pursuant to this Section 4 shall be in addition to any other amounts payable under this Agreement and shall be paid, at the option of Executive: (A) in a lump sum in cash within 10 days of the date of the Termination Event; or (B) in accordance with the payroll schedule of the Company in effect as of the date of the Termination Event and, in addition, Executive shall be entitled to continue to receive, at the Company's cost, the Base Benefits (defined herein) he receives as of the date of the Termination Event until such time as the Severance Payment has been paid in full, provided, however, if prior to the full payment of the Severance Payment, Executive becomes employed with another entity, upon Executive's delivery of written notice informing the Company of such employment, the Company shall pay Executive a lump sum in cash equal to the unpaid amount, if any, of the Severance Payment and Executive shall no longer be entitled to receive the Base Benefits. As used in this Section 4(a), "Base Benefits" shall mean life insurance, disability insurance and health insurance. Pursuant to clause (B) of this Section 4(a), Executive shall not be entitled to receive any benefits other than the Base Benefits, including, but not limited to, participation in any 401(k), profit sharing or retirement plans or the payment or reimbursement of any automobile expenses or social club dues. b. Executive shall exercise his payment option under Section 4(a) by delivering written notice to the Company within five (5) days after the date of the Termination Event, provided, however, in the event Executive fails to deliver such written notice, the Severance Payment shall be paid in accordance with clause A of Section 4(a). 5. Stock Options. As of the date of a Termination Event, any stock options previously granted to Executive under any stock option plan of the Company or any of its subsidiaries, whether or not vested, shall become immediately exercisable. Executive shall have one year after the date of the Termination Event to exercise such options. The provisions of the foregoing sentence will supersede and amend any inconsistent provision in the terms of any agreement granting stock options to Executive. 6. Release. As a condition to receiving the amounts payable under Section 4 and exercising any stock options pursuant to Section 5, Executive must provide the Company with a release, satisfactory to the Company in its reasonable discretion, of all claims, charges and causes of action Executive may have arising out of or relating in any way to Executive's employment by the Company and its affiliated companies and the termination of such employment. 7. Termination. Except as may otherwise be provided below, the employment of Executive by the Company is "at will" and, prior to an Effective Date, Executive's employment may be terminated by either the Executive or the Company, in which case Executive shall have no further rights under this Agreement (except as provided in the next sentence) and the Company shall be released from its obligations under this Agreement. Notwithstanding the previous sentence, if the Company shall terminate Executive's employment without Cause within 120 days of an Effective Date, subject to the terms of Sections 6, 8 and 9, Executive shall be entitled to receive the benefit of this Agreement. This Agreement shall expire on December 31, 2002, unless sooner terminated as provided for above and upon such expiration, Executive shall have no further rights under his Agreement and the Company shall be released from its obligations under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Sections 8 and 9 shall survive the termination or expiration of this Agreement. 8. Restrictive Covenants. In consideration of this Agreement, Executive agrees that for the one year period after his employment is terminated for any reason, Executive shall not: a. directly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active interest in a business located anywhere in United States, Israel, Germany, the Dominican Republic, Puerto Rico, Canada, Mexico or the United Kingdom that manufactures or distributes razor blades, razors, cotton fiber products in the health and beauty aids business segment, or foot care or soap products in the health and beauty aids business segment, or that otherwise competes with or is substantially similar in concept, design, format, or otherwise to the business conducted by the Company and its subsidiaries on the date hereof or at any time prior to the date on which Executive's employment is terminated. Notwithstanding the above, this paragraph shall not be construed to prohibit Executive from owning less than three percent (3%) of the outstanding securities of a corporation which is publicly traded on a securities exchange or over-the-counter. b. directly or indirectly, either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, (i) divert or attempt to divert from the Company any business with any customer or account with which Executive had any contact or association, which was under the supervision of Executive, or the identity of which was learned by Executive as a result of Executive's employment with the Company, or (ii) induce any salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber or other person transacting business with the Company to terminate their relationship or association with the Company, or to represent, distribute or sell services or products in competition with services or products that are provided by or produced by the Company at any time prior to the date on which Executive's employment is terminated, or (iii) induce or cause any employee of the Company or its affiliates to leave the employ of the Company or any affiliate of the Company. 9. Non-Disclosure. Executive shall not at any time or in any manner, directly or indirectly, use or disclose to any party other than the Company, it subsidiaries or their successors any trade secrets or other confidential information (defined herein) learned or obtained by him while a stockholder or officer of the Company. As used herein, the term "Confidential Information" means information disclosed to or known by Executive as a consequence of his position with the Company and not generally known in the industry in which the Company or its subsidiaries are engaged and that in any relates to the Company's or any of its subsidiaries' products, processes, services, inventions (whether patentable or not), formulas, techniques or know-how, including, but not limited to, information relating to distribution, systems and methods, research, development, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling. Executive acknowledges that the release of any Confidential Information of the Company, any of its subsidiaries or their successors to unauthorized persons would be extremely detrimental to the Company and agrees to use its best efforts to safeguard such Confidential Information from unauthorized persons. Upon a Termination Event, or whenever the Company shall request, Executive shall deliver and return promptly to the Company all tangible embodiments (including all copies) of the Confidential Information in the possession or under the control of Executive. 10. Successors. a. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representative. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, sale of assets or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 11. Mitigation. The Company acknowledges and agrees that in the event of a Termination Event, Executive shall not be required to mitigate the amount of the Severance Payment by seeking other employment or otherwise. 12. Miscellaneous. a. This Agreement shall be governed by and construed in accordance with the laws of the state of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. b. This Agreement may be amended, changed or modified only pursuant to a written document signed by both the Company and the Executive. c. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Thomas G. Kasvin 2400 Shady Spring Drive Charlottesville, Virginia 22901 If to the Company: American Safety Razor Company P.O. Box 500 Staunton, Virginia 24402-0500 Notices and communications shall be effective at the time they are given in the foregoing manner. d. The Company shall withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. e. A party's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. f. If any legal action or other proceeding is commenced to enforce or interpret any provision of, or otherwise relating to this Agreement, the losing party shall pay the prevailing party's reasonable expenses incurred in the investigation of any claim leading to the proceeding, preparation for and participation in the proceeding, any appeal or other post judgment motion and any action to enforce or collect the judgment, including contempt, garnishment, levy, discovery or bankruptcy. "Expenses" shall include, without limitation, reasonable court or other proceeding costs and reasonable experts' and reasonable attorneys' fees and their expenses. The phrase "prevailing party" shall mean the party who is determined in the proceeding to have prevailed and who prevails by dismissal, default or otherwise. [SIGNATURES ON THE NEXT PAGE] IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8, 1997. AMERICAN SAFETY RAZOR COMPANY By:/s/ Thomas H. Quinn --------------------------- Thomas H. Quinn, Chairman of the Board and Chief Executive Officer /s/ Thomas G. Kasvin --------------------------- Thomas G. Kasvin EX-21 5 EXHIBIT 21 Exhibit 21 LIST OF SUBSIDIARIES OF THE REGISTRANT (1): Subsidiary ACME Chaston Puerto Rico, Inc. American Safety Razor Corporation American Safety Razor of Canada Limited ASR Holdings, Inc. Bond Blades International, Ltd. The Hewitt Soap Company, Inc. Industrias Manufactureras ASR de Puerto Rico, Inc. Megas Beauty Care, Inc. Personna International de Mexico, S.A. de C.V. Personna International Limited Personna International UK Limited Personna International (Deutschland) GmbH Personna International de Puerto Rico, Inc. Valley Park Realty, Inc. (1) Each subsidiary is 100% owned by the Company or certain of its subsidiaries. EX-23 6 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of American Safety Razor Company and subsidiaries on Form S-8 (File No. 33-73982) of our report dated February 4, 1998, on our audits of the consolidated financial statements and financial statement schedule of American Safety Razor Company and subsidiaries as of December 31, 1997 and 1996, and for the years December 31, 1997, 1996, and 1995, which report is included in the Annual Report on Form 10-K. Coopers and Lybrand L.L.P. Richmond, Virginia April 7, 1998 EX-27 7 FDS --
5 This schedule contains summary financial information extracted from the financial statements included in the Form 10-K of American Safety Razor Company for the year ended December 31, 1997, and is qualified in its entirety by reference to such financial statements. 0000750339 AMERICAN SAFETY RAZOR COMPANY 1000 U.S. DOLLARS 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 1 1434 0 48738 3461 51488 103308 114649 41706 254081 38572 121505 0 0 121 59318 254081 296607 296607 196991 196991 0 595 12270 24639 9570 15069 0 0 0 15069 1.25 1.23
EX-27 8 FDS --
5 This restated financial data schedule contains summary financial information extracted from the financial statements included in the Form 10-Q of American Safety Razor Company for the quarter ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 0000750339 AMERICAN SAFETY RAZOR COMPANY 1000 U.S. DOLLARS 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1 1432 0 46039 0 53377 106196 111222 39594 256307 39652 127646 0 0 121 54292 256307 217847 217847 145309 145309 0 0 9191 17219 6842 10377 0 0 0 10377 .86 .85
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