<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________.
Commission File Number: 33-94572
CATERAIR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-1640561
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6550 Rock Spring Drive, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 897-7800
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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
--- ---
[Cover page 1 of 2 pages]
<PAGE> 2
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. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant.
Not applicable.
As of March 31, 1996, the Registrant had outstanding 10,000 shares of
common stock, $.01 par value per share.
[Cover page 2 of 2 pages]
<PAGE> 3
ITEM 11. EXECUTIVE COMPENSATION.
The following Summary Compensation Table sets forth information
concerning annual and long-term compensation (for 1995, 1994 and 1993) awarded
to, earned by, or paid to (i) the Company's chief executive officer, (ii) the
Company's only other executive officer who was an executive officer of the
Company as of December 31, 1995, and (iii) two individuals who were not
executive officers of the Company as of December 31, 1995, but were among the
four most highly compensated executive officers of the Company during 1995,
whose total annual salary and bonus for the year ended December 31, 1995 was in
excess of $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARD PAYOUT
OTHER SECURITIES
ANNUAL RESTRICTED STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($)(2) ($) (3) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel J. Altobello (4) 1995 414,306 -- 37,130 -- -- -- 1,503,822(5)
Chief Executive Officer 1994 525,000 -- 46,137 -- -- -- -0-
and President 1993 522,693 -- 46,685 -- -- -- -0-
John C. Carr (6) 1995 119,404 -- 16,154 -- 10.81 -- 135,000(7)
Senior Vice President 1994 130,688 -- 18,262 -- -- -- -0-
and General Counsel 1993 116,683 -- 10,213 -- -- -- -0-
Angelo D. Bizzarro (8) 1995 232,758 -- 19,950 -- 36.04 -- 295,000(9)
Former Executive 1994 293,462 -- 25,777 -- -- -- -0-
Vice President and 1993 253,029 -- 28,152 -- -- -- -0-
Chief Operating
Officer
Harry D'Andrea (10) 1995 187,875 -- 25,344 -- 16.22 -- 635,000(11)
Former Executive 1994 193,077 -- 26,137 -- -- -- -0-
Vice President and 1993 143,127 -- 20,720 -- -- -- -0-
Chief Financial
Officer
</TABLE>
-------------------------
(1) Amounts shown include the dollar value of base salary (cash and
noncash) earned and received by the Named Executive Officers. Amounts
shown include employee contributions to the Retirement Savings and
Investment Plan (401(k) plan) or Executive Deferred Compensation Plan.
(2) Amounts shown are for payments made under the Caterair International
Flexible Perquisite Plan and include the Company's contributions to
the Retirement Savings and Investment Plan (401(k) plan).
(3) Amounts shown indicate number of units granted to such individual
pursuant to the Phantom Stock Plan. See "Executive
Compensation--Phantom Stock Plan."
(4) Includes compensation paid to Mr. Altobello through September 29, 1995
by the Company. Excludes compensation paid to Mr. Altobello from
September 30, 1995 through December 31, 1995 by OFSI for services
performed by Mr. Altobello under his employment contract with OFSI.
See "Certain Transactions--Employment Arrangements with
Affiliates--Altobello Employment Agreement."
1
<PAGE> 4
(5) Includes (i) a $525,000 restructuring payment pursuant to the Caterair
Key Employee Retention Plan and (ii) a $978,822 severance payment
under Mr. Altobello's former employment contract with the Company. The
amount shown does not include $978,822 paid to Mr. Altobello by OFSI
on January 1, 1996 in respect of severance payments otherwise due
under Mr. Altobello's former employment agreement with the Company.
See "Executive Compensation--Employee Plans" and "Certain
Relationships and Related Transactions--Employment Arrangements With
Affiliates--Altobello Employment Agreement."
(6) From 1993 through March 1994, Mr. Carr was Vice President and
Associate General Counsel of the Company. Since April 1994 Mr. Carr
has served as Senior Vice President and General Counsel of the
Company. Since September 29, 1995, Mr. Carr has served as General
Counsel of SCIS. Includes compensation paid to Mr. Carr through
October 31, 1995 by the Company. Excludes compensation paid to Mr.
Carr from November 1, 1995 through December 31, 1995 by SCIS.
(7) Includes a $135,000 retention payment pursuant to the Caterair Key
Employee Retention Plan. See "Executive Compensation--Employee Plans."
Excludes $155,000 expected to be paid to Mr. Carr pursuant to the
Caterair Key Employee Retention Plan in respect of the expected
termination of his employment with the Company on June 30, 1996.
(8) Mr. Bizzarro resigned from his position with the Company on September
29, 1995. Mr. Bizzarro entered into an employment arrangement with CII
on August 1, 1995 which became effective following the consummation of
the Transactions. Excludes compensation paid to Mr. Bizzarro from
October 1, 1995 through December 31, 1995 by CII. See "Certain
Relationships and Related Transactions--Employment Arrangements With
Affiliates--Bizzarro Employment Agreement."
(9) Includes a $295,000 retention payment pursuant to the Caterair Key
Employee Retention Plan. See "Executive Compensation--Employee Plans."
(10) Mr. D'Andrea's position with the Company was eliminated on October 15,
1995.
(11) Includes a $440,000 severance benefit and a $195,000 retention payment
pursuant to the Caterair Key Employee Retention Plan. See "Executive
Compensation--Employee Plans."
PHANTOM STOCK PLAN
Certain officers, and other employees of the Company received an award
under OFSI's Phantom Stock Plan for Management Employees (the "Phantom Stock
Plan") of a number of units equal to the quotient obtained by dividing (i) the
cost basis of the Caterair Holdings stock held by such participant by (ii) the
quotient obtained by dividing $425,000,000 by the number of shares of OFSI Class
A Common Stock outstanding immediately prior to the Transactions. The Phantom
Stock Plan provides that upon termination of employment of a participant, such
participant will be entitled to receive an amount per unit equal to the sum of
(i) the dividends paid on a share of OFSI Class A Common Stock during the period
from the date of the award of such unit through the end of the fiscal quarter
immediately prior to termination of employment, (ii) the net increase in
stockholders' equity (which shall be negative if stockholders' equity decreases)
attributable to a share of OFSI Class A Common Stock from the date of the award
of such unit through the end of the fiscal quarter immediately prior to
termination of employment and (iii) 100% of the initial value of the unit;
provided, that if before September 29, 1997, (x) the participant voluntarily
terminates his or her employment with OFSI or (y) the participant's employment
with OFSI is terminated "for cause" (as defined in the Phantom Stock Plan) such
participant will forfeit 50% of the initial value of such participant's units
and receive payments as if the references to "100%" in clause (iii) were "50%."
If a participant's employment is terminated at any time prior to September 29,
1997, payment for such participant's units shall not be made until November 29,
1997. In the event of a sale by Onex Corporation or certain affiliates thereof
to a third party purchaser of shares of OFSI Class A Common Stock, participants
in the Phantom Stock Plan would be entitled to "tag-along" and subject to
"drag-along" rights.
2
<PAGE> 5
Upon an initial public offering of OFSI, each participant would receive
a distribution (in cash, OFSI stock or a combination of both) having a value
equal to the closing price of the shares of OFSI Class A Common Stock on the
first day of trading following the effectiveness of the registration statement
relating to such initial public offering, plus an amount equal to the dividends
that were paid on each share of OFSI Class A Common Stock during the period from
the date of the award of such unit to immediately prior to the initial public
offering. Upon the dissolution or liquidation of OFSI or certain business
combinations involving OFSI, each participant would receive in respect of each
unit an amount equal to the sum of (i) the dividends paid on a share of OFSI
Class A Common Stock during the period from the date of the award of such unit
through the end of the fiscal quarter immediately prior to such dissolution or
liquidation or business combination transaction, (ii) the net increase in
stockholders' equity (which shall be negative if stockholders' equity decreases)
attributable to a share of OFSI Class A Common Stock from the date of the award
of such unit through the end of the fiscal quarter immediately prior to such
dissolution or liquidation or business combination transaction and (iii) 100% of
the initial value of such unit.
The Phantom Stock Plan became effective as of September 29, 1995 and
will continue in effect until terminated or suspended by OFSI's board of
directors. However, no termination, modification or amendment of the Phantom
Stock Plan by OFSI's board of directors may adversely affect the accrued rights
of a participant thereunder. If not previously terminated, the Phantom Stock
Plan shall terminate ten business days following the closing of an initial
public offering of OFSI or 60 days after the closing of certain business
combinations and other events enumerated in the Phantom Stock Plan, all of which
trigger redemption of the units issued thereunder.
The total number of units which may be awarded under the Phantom Stock
Plan, the number of outstanding units and the amount payable upon redemption of
such units are to be equitably adjusted by OFSI's board of directors to reflect
(i) adjustments in the number and kind of shares of OFSI Class A Common Stock,
(ii) payment of a stock dividend on the OFSI Class A Common Stock, (iii) a
subdivision or combination of the OFSI Class A Common Stock or (iv) any other
reclassification or recapitalization with respect to the OFSI Class A Common
Stock.
3
<PAGE> 6
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL RATES OF STOCK GRANT
TOTAL PRICE APPRECIATION FOR DATE
OPTIONS/ OPTION TERM (2) VALUE
SARS
NUMBER OF GRANTED EXERCISE GRANT
SECURITIES TO OR DATE
UNDERLYING EMPLOYEES BASE PRESENT
OPTION/SARS IN FISCAL PRICE EXPIRATION VALUE
NAME GRANTED (#) YEAR ($/SH) DATE (1) 5% ($) 10% ($) ($)
------ ------------ ----- -------- ---------- -- --- --- --- ----
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Altobello
Chief Executive Officer
and President -- -- -- -- -- -- --
John C. Carr
Senior Vice President
and General Counsel 10.81 1.3% $2,774.69 $ 30,782.73(3) $ 31,895.36(3) --
Angelo D. Bizzarro
Former Executive Vice
President and Chief
Operating Officer 36.04 4.4% $2,774.69 $179,585.15(4) $292,218.44(4) --
Harry D'Andrea
Former Executive Vice
President and Chief
Financial Officer 16.22 2.0% $2,774.69 $ 45,000(5) $ 45,000(5) --
</TABLE>
----------------
(1) The Phantom Stock Plan became effective as of September 29, 1995 and
will continue in effect until terminated or suspended by OFSI's board
of directors. However, no termination, modification or amendment of
the Phantom Stock Plan by OFSI's board of directors may adversely
affect the accrued rights of a participant thereunder. If not
previously terminated, the Phantom Stock Plan shall terminate ten
business days following the closing of an initial public offering of
OFSI or 60 days after the closing of certain business combinations and
other events enumerated in the Phantom Stock Plan, all of which
trigger redemption of the units issued thereunder.
(2) The term of a given grant of a unit under the Phantom Stock Plan
(i.e., the date on which redemption of such unit will be triggered and
the holder thereof will receive payment in respect thereof) is
presently indeterminable, as it is uncertain if or when an event which
entitles the holder of a unit to receive payment in respect thereof
will occur. See "Executive Compensation--Phantom Stock Plan."
(3) Mr. Carr's employment with the Company is expected to terminate on
June 30, 1996. Amounts shown have been calculated assuming a
nine-month term for each unit held by Mr. Carr, based on the following
assumptions: (i) Mr. Carr will continue to be employed by the SCIS (a
subsidiary of OFSI) until June 30, 1996, (ii) OFSI will pay for the
units held by Mr. Carr in November 1997, and (iii) prior to the time
of termination of Mr. Carr's employment, no event will have occurred
which would cause the Phantom Stock Plan to be otherwise terminated
and require payment for the units to be made. See "Executive
Compensation--Phantom Stock Plan."
4
<PAGE> 7
(4) Amounts shown have been calculated assuming a 12 year term for each
unit held by Mr. Bizzarro, based on the following assumptions: (i) Mr.
Bizzarro will continue to be employed by the CII (a subsidiary of
OFSI) until he retires at the age of 65, (ii) upon Mr. Bizzarro's
retirement, OFSI will pay for the units held by Mr. Bizzarro, and
(iii) prior to the time of Mr. Bizzarro's retirement, no event will
have occurred which would cause the Phantom Stock Plan to be otherwise
terminated and require payment for the units to be made. See
"Executive Compensation--Phantom Stock Plan."
(5) Mr. D'Andrea's position with the Company was eliminated on October 15,
1995. Accordingly, Mr. D'Andrea is entitled to receive a cash payment
of $45,000 on November 29, 1997 in respect of the units held by him
under the Phantom Stock Plan. See "Executive Compensation--Phantom
Stock Plan."
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTION/SARS OPTIONS/SARS
AT FISCAL YEAR-END AT FISCAL YEAR-
SHARES VALUE (#) END ($)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
------ ------------- ----- --------------- --------------
<S> <C> <C> <C> <C>
Daniel J. Altobello
Chief Executive Officer and President -- -- -- --
John C. Carr
Senior Vice President and General
Counsel -- -- 10.81 (1)(2) --
Angelo D. Bizzarro
Former Executive Vice President and
Chief Operating Officer -- -- 36.04 (1)(2) --
Harry D'Andrea
Former Executive Vice President and
Chief Financial Officer -- -- 16.22 (1)(2)(3) --
</TABLE>
- --------------
(1) Amounts shown indicate number of units granted to such individual pursuant
to the Phantom Stock Plan. See "Executive Compensation--Phantom Stock
Plan."
(2) None of the SARs were exercisable as of December 31, 1995.
(3) Mr. D'Andrea's position with the Company was eliminated on October 15,
1995. Accordingly, Mr. D'Andrea is entitled to receive a cash payment of
$45,000 on November 29, 1997 in respect of the units held by him under the
Phantom Stock Plan. See "Executive Compensation--Phantom Stock Plan."
5
<PAGE> 8
COMPENSATION OF DIRECTORS
Non-employee directors of the Company who served as directors of the
Company prior to September 29, 1995 received an annual fee of $15,000 for
serving on the Company's board of directors and a fee of $1,000 per board of
directors meeting attended. Mr. Melman, the sole director of the Company since
September 29, 1995, does not receive compensation for serving on the Company's
board of directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISION
No member of the Company's board of directors during the year ended
December 31, 1995 was an officer of employee of the Company or was formerly an
officer of the Company. The Company's board of directors is currently
responsible for establishing the levels of compensation and benefits for the
Company's officers.
EMPLOYMENT AGREEMENTS
Messrs. Altobello, Bizzarro and D'Andrea had employment agreements with
the Company, which were terminated on September 29, 1995. Mr. Altobello received
a change of control payment of $525,000 pursuant to the Caterair Key Employee
Retention Plan and a severance payment of $978,822 under his former employment
contract with the Company upon the consummation of the Transactions. In
addition, on January 1, 1996, Mr. Altobello received an additional $978,822
payment from OFSI in respect of severance payments otherwise due under Mr.
Altobello's employment agreement with the Company. See "Executive
Compensation--Employee Plans" and "Executive Compensation--Summary Compensation
Table." In connection with the Transactions, Mr. Bizzarro's employment with the
Company was terminated and he entered into a new employment agreement with CII.
See "Certain Relationships and Related Transactions--Employment Agreements."
Mr. D'Andrea's position with the Company was eliminated on October 15,
1995. Accordingly, Mr. D'Andrea received a severance payment of $440,000 and a
$195,000 retention payment under the Caterair Key Employee Retention Plan.
Furthermore, during the period from October 16, 1997 through March 4, 1999, Mr.
D'Andrea will be entitled to (i) monthly payments equal to the difference (if
any) between (x) his monthly base salary from the Company as of September 29,
1995 and (y) his monthly income during such period, and (ii) monthly payments
equal to the difference (if any) between (x) the monthly cost of certain medical
and dental coverage from the Company for such period and (y) the monthly value
of benefits for which he has become eligible for coverage as a result of his
employment with his new employer.
EMPLOYEE PLANS
In September 1994, the board of directors of the Company adopted the
Caterair Key Employee Retention Plan in order to provide an incentive to certain
officers and other key executive and management employees to remain in the
employ of the Company while the Company attempted to restructure its debt and
equity. Each eligible participant in the Caterair Key Employee Retention Plan
was entitled to receive certain severance benefits if (i) a change of control
occurred, and (ii) during the three years following such change of control, the
participant was terminated other than for cause or resigned with good reason.
Severance benefits for eligible persons ranged from six months to two years of
the participant's salary and benefits. Payments relating to severance under the
Caterair Key Employee Retention Plan, to the extent they exceeded amounts
payable under any participant's employment agreement, were in lieu of any
payments due under such employment agreement. The consummation of the
Transactions constituted a change in control as such term was defined under the
Caterair Key Employee Retention Plan. In connection with the Transactions,
severance benefits in the aggregate amount of approximately $1.7 million were
paid by the Company. If all remaining eligible participants in the Caterair Key
Employee Retention Plan were entitled to severance benefits in connection with
the termination of their employment as of December 31, 1995, the aggregate
amount of such benefits would be approximately $3.4 million. Such amount would
be lower to the extent the Company employs any eligible participants and through
September 29, 1998, such participants are not terminated other than for good
cause and do not resign with good reason.
6
<PAGE> 9
The Caterair Key Employee Retention Plan also provided for retention
payments to certain participants. The retention payments were payable upon the
successful completion of the restructuring or sale of the Company or all or
substantially all of its assets. The retention payments ranged between 50% and
100% of the participants' base salary. In connection with the Transactions,
retention payments in the aggregate amount of $2,843,000 were paid by the
Company.
In July 1995, the Company adopted the Caterair International Transition
Severance Plan in order to provide an incentive to key personnel to remain in
the employ of the Company through the consummation of the Transactions. Each
eligible participant in the Caterair International Transition Severance Plan who
remained an employee of the Company until at least September 30, 1995 and whose
employment with the Company was or is terminated between October 1, 1995 and
September 30, 1996 is or will be entitled to receive certain severance benefits.
As of December 31, 1995, the Company has paid an aggregate amount of $1.1
million pursuant to the Caterair International Transition Severance Plan to
employees who have ceased to be employed by the Company. If all remaining
eligible participants in the Caterair International Transition Severance Plan
were entitled to severance benefits in connection with the termination of their
employment as of December 31, 1995, the aggregate amount of such benefits would
be approximately $1.5 million. Such amount would be lower to the extent the
Company employs any eligible participants and through September 30, 1996, such
participants are not terminated other than for cause and do not resign with good
reason or due to a disability.
7
<PAGE> 10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. and 2. Financial Statements.
The financial statements set forth in the Index to Financial Statements
and Financial Statement Schedules on page F-1 are filed as part of this
Annual Report on Form 10-K. All schedules are omitted since the
required information is not present, or is not present in amounts
sufficient to require submission of the schedules, or because the
information required is included in the consolidated financial
statements and notes thereto.
3. See subitem (c) below.
(b) Reports on Form 8-K.
On November 9, 1995, the Company filed a Current Report on Form 8-K
with respect to Item 4, of such Form, relating to a change in
certifying accountants.
(c) List of Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
2.1 Master Agreement, dated as of April 26, 1995, among Onex Food Services, Inc.,
Caterair Holdings Corporation and Caterair International Corporation.
Incorporated by reference to Exhibit 2.1 of SC International Services, Inc.'s
Registration Statement on Form S-1, Registration No. 33-94572.
2.2 Amendment No. 1 to Master Agreement, dated as of September 29, 1995,
among Onex Food Services, Inc., Caterair Holdings Corporation and Caterair
International Corporation.*
3.1 Certificate of Incorporation of Caterair International Corporation. Incorporated
by reference to Exhibit 3.1 of Caterair International Corporation's Registration
Statement on Form S-1, Registration No. 33-30918.
3.2 Bylaws of Caterair International Corporation. Incorporated by reference to
Exhibit 3.2 of Caterair International Corporation's Registration Statement on
Form S-1, Registration No. 33-30918.
10.1 Caterair Noncompetition Agreement, dated as of December 15, 1989, among
Marriott Corporation, Host International, Inc., Caterair Holdings Corporation and
Caterair International Corporation. Incorporated by reference to Exhibit 10.24 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-31309.
10.2 Marriott Noncompetition Agreement, dated as of December 15, 1989, among
Marriott Corporation, Host International, Inc., Caterair Holdings Corporation and
Caterair International Corporation. Incorporated by reference to Exhibit 10.25 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-31309.
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
10.3 Credit Agreement, dated as of September 29, 1995, by and among Caterair
Holdings Corporation, Caterair International Corporation, Onex Food Services,
Inc., SC International Services, Inc., the lenders party thereto, Bankers Trust
Company, Morgan Guaranty Trust Company of New York and Goldman, Sachs
& Co., as Co-Arrangers, Goldman, Sachs & Co., as Documentation Agent,
Bankers Trust Company, as Syndication Agent, Morgan Guaranty Trust
Company of New York, as Administrative Agent, and The Bank of New York, as
Co-Agent. *
10.4 Caterair Key Employee Retention Plan. Incorporated by reference to Exhibit
10.11 of SC International Services, Inc.'s Registration Statement on Form S-1,
Registration No. 33-94572.
10.5 Amendment No. 1 to Caterair Key Employee Retention Plan. Incorporated by
reference to Exhibit 10.11.1 of SC International Services, Inc.'s Registration
Statement on Form S-1, Registration No. 33-94572.
10.6 Phantom Stock Plan for Management Employees of Onex Food Services, Inc.
and its Subsidiaries.*
10.7 Lease Agreement between Caterair International Corporation and TriNet
Corporate Realty Trust, Inc. Incorporated by reference to Exhibit 10.35 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-65964.
10.8 First Amendment to Lease Agreement between Caterair International
Corporation and TriNet Corporate Realty Trust, Inc. Incorporated by reference
to Exhibit 10.21 of SC International Services, Inc.'s Registration Statement on
Form S-1, Registration No. 33-94572.
10.9 Tax Sharing Agreement, dated as of December 15, 1989, among Caterair
Holdings Corporation, Caterair International Corporation and Marriott
Corporation. Incorporated by reference to Exhibit 10.25 of SC International
Services, Inc.'s Registration Statement on Form S-1, Registration No. 33-94572.
10.10 Caterair International Corporation Transition Severance Plan. Incorporated by
reference to Exhibit 10.26 of SC International Services, Inc.'s Registration
Statement on Form S-1, Registration No. 33-94572.
10.11 Indenture, dated as of September 15, 1995, between SC International Services,
Inc. and The Bank of New York, as trustee, relating to the Senior Subordinated
Notes, with form of Senior Subordinated Note and Guarantee included
therewith.*
10.12 License Agreement, dated as of September 29, 1995, between Sky Chefs, Inc.
and Caterair International Corporation.*
10.13 License Agreement, dated as of September 29, 1995, between Caterair
International, Inc. (II) and Caterair International Corporation.*
10.14 Sublease Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Sky Chefs, Inc., together with Schedule of
additional Sublease Agreements between such parties.*
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C>
10.15 Sublease Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Caterair International, Inc. (II), together with
Schedule of additional Sublease Agreements between such parties.*
10.16 Noncompetition Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Sky Chefs, Inc.*
10.18 Promissory Note, dated September 29, 1995, by Caterair International
Corporation payable to the order of SC International Services, Inc.*
10.19 Agreement, dated as of February 19, 1995, between SC International Services,
Inc. and Caterair International Corporation relating to an interest swap
transaction.*
10.20 Advisory and Administrative Services Agreement, dated as of September 29,
1995, between Caterair International Corporation and Sky Chefs, Inc.*
10.21 Employment Agreement, dated as of March 4, 1994, between Caterair
International Corporation and Harry J. D'Andrea.
10.21.1 Memorandum, dated September 29, 1995, relating to Harry J. D'Andrea's
employment agreement.
10.21.2 Memorandum, dated September 6, 1995, relating to Harry J. D'Andrea's
employment agreement.
10.22 Employment Agreement, dated as of December 12, 1989, between Angelo D.
Bizzarro and Caterair International Corporation.
10.22.1 Amendment, dated as of September 14, 1994, between Angelo D. Bizzarro and
Caterair International Corporation, relating to Angelo D. Bizzarro's employment
agreement.
10.23 Employment Agreement, dated as of December 15, 1989, between Daniel J.
Altobello and Caterair International Corporation.
10.23.1 Amendment, dated as of September 14, 1994, between Daniel J. Altobello and
Caterair International Corporation, relating to Daniel J. Altobello's employment
contract.
21.1 Subsidiaries of Caterair International Corporation.*
</TABLE>
- ------------------
* Previously filed.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
CATERAIR INTERNATIONAL CORPORATION
Date: July 21, 1996 By: /s/ Daniel J. Altobello
-------------------------
Daniel J. Altobello
President and Chairman of the Board of Directors
11
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description of Document Pages
<S> <C> <C>
2.1 Master Agreement, dated as of April 26, 1995, among Onex Food Services, Inc.,
Caterair Holdings Corporation and Caterair International Corporation.
Incorporated by reference to Exhibit 2.1 of SC International Services, Inc.'s
Registration Statement on Form S-1, Registration No. 33-94572.
2.2 Amendment No. 1 to Master Agreement, dated as of September 29, 1995,
among Onex Food Services, Inc., Caterair Holdings Corporation and Caterair
International Corporation.*
3.1 Certificate of Incorporation of Caterair International Corporation. Incorporated
by reference to Exhibit 3.1 of Caterair International Corporation's Registration
Statement on Form S-1, Registration No. 33-30918.
3.2 Bylaws of Caterair International Corporation. Incorporated by reference to
Exhibit 3.2 of Caterair International Corporation's Registration Statement on
Form S-1, Registration No. 33-30918.
10.1 Caterair Noncompetition Agreement, dated as of December 15, 1989, among
Marriott Corporation, Host International, Inc., Caterair Holdings Corporation and
Caterair International Corporation. Incorporated by reference to Exhibit 10.24 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-31309.
10.2 Marriott Noncompetition Agreement, dated as of December 15, 1989, among
Marriott Corporation, Host International, Inc., Caterair Holdings Corporation and
Caterair International Corporation. Incorporated by reference to Exhibit 10.25 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-31309.
10.3 Credit Agreement, dated as of September 29, 1995, by and among Caterair
Holdings Corporation, Caterair International Corporation, Onex Food Services,
Inc., SC International Services, Inc., the lenders party thereto, Bankers Trust
Company, Morgan Guaranty Trust Company of New York and Goldman, Sachs
& Co., as Co-Arrangers, Goldman, Sachs & Co., as Documentation Agent,
Bankers Trust Company, as Syndication Agent, Morgan Guaranty Trust
Company of New York, as Administrative Agent, and The Bank of New York, as
Co-Agent. *
10.4 Caterair Key Employee Retention Plan. Incorporated by reference to Exhibit
10.11 of SC International Services, Inc.'s Registration Statement on Form S-1,
Registration No. 33-94572.
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description of Document Pages
<S> <C> <C>
10.5 Amendment No. 1 to Caterair Key Employee Retention Plan. Incorporated by
reference to Exhibit 10.11.1 of SC International Services, Inc.'s Registration
Statement on Form S-1, Registration No. 33-94572.
10.6 Phantom Stock Plan for Management Employees of Onex Food Services, Inc.
and its Subsidiaries.*
10.7 Lease Agreement between Caterair International Corporation and TriNet
Corporate Realty Trust, Inc. Incorporated by reference to Exhibit 10.35 of
Caterair International Corporation's Registration Statement on Form S-1,
Registration No. 33-65964
10.8 First Amendment to Lease Agreement between Caterair International
Corporation and TriNet Corporate Realty Trust, Inc. Incorporated by reference
to Exhibit 10.21 of SC International Services, Inc.'s Registration Statement on
Form S-1, Registration No. 33-94572.
10.9 Tax Sharing Agreement, dated as of December 15, 1989, among Caterair
Holdings Corporation, Caterair International Corporation and Marriott
Corporation. Incorporated by reference to Exhibit 10.25 of SC International
Services, Inc.'s Registration Statement on Form S-1, Registration No. 33-94572.
10.10 Caterair International Corporation Transition Severance Plan. Incorporated by
reference to Exhibit 10.26 of SC International Services, Inc.'s Registration
Statement on Form S-1, Registration No. 33-94572.
10.11 Indenture, dated as of September 15, 1995, between SC International Services,
Inc. and The Bank of New York, as trustee, relating to the Senior Subordinated
Notes, with form of Senior Subordinated Note and Guarantee included therewith.*
10.12 License Agreement, dated as of September 29, 1995, between Sky Chefs, Inc.
and Caterair International Corporation.*
10.13 License Agreement, dated as of September 29, 1995, between Caterair
International, Inc. (II) and Caterair International Corporation.*
10.14 Sublease Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Sky Chefs, Inc., together with Schedule of
additional Sublease Agreements between such parties.*
10.15 Sublease Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Caterair International, Inc. (II), together with
Schedule of additional Sublease Agreements between such parties.*
10.16 Noncompetition Agreement, dated as of September 29, 1995, between Caterair
International Corporation and Sky Chefs, Inc.*
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description of Document Pages
<S> <C> <C>
10.18 Promissory Note, dated September 29, 1995, by Caterair International
Corporation payable to the order of SC International Services, Inc.*
10.19 Agreement, dated as of February 19, 1995, between SC International Services,
Inc. and Caterair International Corporation relating to an interest swap
transaction.*
10.20 Advisory and Administrative Services Agreement, dated as of September 29,
1995, between Caterair International Corporation and Sky Chefs, Inc.*
10.21 Employment Agreement, dated as of March 4, 1994, between Caterair
International Corporation and Harry J. D'Andrea.
10.21.1 Memorandum, dated September 29, 1995, relating to Harry J. D'Andrea's
employment agreement.
10.21.2 Memorandum, dated September 6, 1995, relating to Harry J. D'Andrea's
employment agreement.
10.22 Employment Agreement, dated as of December 12, 1989, between Angelo D. Bizzarro and
Caterair International Corporation.
10.22.1 Amendment, dated as of September 14, 1994, between Angelo D. Bizzarro and Caterair
International Corporation, relating to Angelo D. Bizzarro's employment agreement.
10.23 Employment Agreement, dated as of December 15, 1989, between Daniel J. Altobello and Caterair
International Corporation.
10.23.1 Amendment, dated as of September 14, 1994, between Daniel J. Altobello and Caterair
International Corporation, relating to Daniel J. Altobello's employment contract.
21.1 Subsidiaries of Caterair International Corporation.*
</TABLE>
- ------------------
* Previously filed.
14
<PAGE> 1
Exhibit 10.21
Employment Agreement, dated as of March 4, 1994, between
Caterair International Corporation and Harry J. D'Andrea.
<PAGE> 2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of this 4th day of March, 1994, by
and between CATERAIR INTERNATIONAL CORPORATION, a Delaware corporation (the
"Company"), and HARRY J. D'ANDREA, residing at 5904 Maiden Lane, Bethesda,
Maryland 20817 (the "Employee").
WHEREAS, the Board of Directors of the Company desires that the Company
employ the Employee, and the Employee is willing to be employed and serve the
Company, on the terms and conditions herein provided; and
WHEREAS, in order to effect the foregoing, the parties hereto wish to
enter into an employment agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be bound legally
hereby, the parties hereto agree as follows:
1. EMPLOYMENT. On the terms and conditions set forth in this Agreement,
the Company agrees to employ the Employee and the Employee agrees to be employed
by the Company for the term set forth in Section 2 hereof and in the position
and with the duties set forth in Section 3 hereof.
<PAGE> 3
2. TERM. The employment of the Employee by the Company as provided in
Section 1 hereof will commence on the first day of March, 1994 (the
"Commencement Date") and end on the fifth anniversary of such date (the "Initial
Term), and thereafter shall continue from year to year for additional one (1)
year terms (the "Additional Terms"), unless and until either party shall give
notice of its intent to terminate not less than ninety (90) days prior to the
end of the then-current Initial Term or Additional Term, which termination shall
be effective at the expiration of said term (the "Expiration Date"), or until
sooner terminated as hereinafter set forth.
3. POSITION AND DUTIES. The Employee shall serve as Executive Vice
President, Chief Financial Officer and Treasurer, reporting to the President and
Chief Executive Officer of the Company, with such duties and responsibilities as
the Board of Directors of the Company may from time to time determine and assign
to the Employee. The Employee shall devote the Employee's reasonable best
efforts and full business time to the performance of the Employee's duties and
the advancement of the business and affairs of the Company. The Employee shall
serve without additional compensation as set forth in Section 5 hereof, if
elected or appointed to one or more offices or as a director of any of the
subsidiaries or affiliates of the Company.
2
<PAGE> 4
4. PLACE OF PERFORMANCE. In connection with the Employee's employment
by the Company, the Employee shall be based at the principal executive offices
of the Company located in Bethesda, Maryland, except for required travel on the
Company's business.
5. COMPENSATION AND RELATED MATTERS.
(a) The Company shall pay to the Employee an annual base salary (the
"Base Salary") at the rate of One Hundred Ninety-Five Thousand Dollars
($195,000), such rate to be in effect from the Commencement Date until December
31, 1994. Employee's Base Salary may only be reduced in conjunction with an
overall reduction or cutback in the salaries of the Company's other
executives or if there is a material reduction in the Employee's duties and
responsibilities. During each subsequent fiscal year of the Company until the
Expiration Date or the termination of this Agreement, the Employee's Base Salary
shall be at the annual rate as determined by the Compensation Committee of the
Board of Directors of the Company. The Base Salary shall be payable biweekly or
in such other installments as shall be consistent with the Company's payroll
procedures. The Company shall deduct and withhold all necessary social security
and withholding taxes and any other similar sums required by law or authorized
by the Employee with respect to the payment of the Base Salary.
(b) The Employee shall be entitled to participate in such plans and
to receive such bonuses, incentive compensation
3
<PAGE> 5
and fringe benefits as may be granted or established by the Company from time to
time.
6. EXPENSES. The Employee is authorized to incur reasonable expenses in
connection with conducting and promoting the business and affairs of the
Company, including expenses for travel and similar items, subject to limitations
and restrictions set by the Company from time to time. The Company will
reimburse the Employee for such expenses on a biweekly or other regular basis,
upon the presentation by the Employee of an itemized account of such
expenditures, consistent with such receipts or other evidence as shall be
required by the Company for tax or accounting purposes.
7. CONFIDENTIAL INFORMATION; UNAUTHORIZED DISCLOSURE.
(a) The Employee recognizes and acknowledges that (i) all plans,
systems, methods, designs, programs, procedures, books and records relating to
the operations, practices and personnel of Marriott Corporation's In-Flite
Services Division, the Company, and of any subsidiary or affiliate of the
Company (whether instituted or commenced prior or subsequent to the date hereof
and whether or not initially instituted or commenced by Marriott Corporation,
the Company, or by any such subsidiary or affiliate thereof); and (ii) all other
records, documents and information concerning Marriott Corporation's In-Flite
Services Division's, the Company's or any of its subsidiaries', or
4
<PAGE> 6
affiliates' business activities, practices and procedures, as there may exist
from time to time, constitute and will constitute valuable, special and unique
assets of the Company's and of any such subsidiary's or affiliate's business.
The Employee therefore covenants and agrees that the Employee will not ever, at
any time, without the prior written consent of the Board of Directors of the
Company or a person authorized thereby, publish or disclose to any third party
or use for the Employee's own benefit or advantage, or make available for others
to use, any part of such confidential information which was disclosed to the
employee as a result of the Employee's employment with Marriott Corporation's
In-Flite Services Division or may be disclosed to the Employee as a result of
the Employee's employment hereunder, to the extent such information has
theretofore remained confidential (except for unauthorized disclosures) and
except as otherwise ordered by a court of competent jurisdiction.
(b) The Employee acknowledges that the restrictions contained in
Section 7(a) are reasonable and necessary, in view of the nature of the
Company's and its subsidiaries' and affiliates' business, in order to protect
the legitimate interests of the Company and its subsidiaries and affiliates, and
that any violation thereof would result in irreparable injury to the Company
and its subsidiaries and affiliates. The Employee agrees, therefore, that in the
event of a breach or threatened breach by the Employee of the provisions of
Section 7(a), the Company or any of its subsidiaries or affiliates shall be
5
<PAGE> 7
entitled to obtain from any court of competent jurisdiction, preliminary and
permanent injunctive relief restraining the Employee from disclosing or using
any such confidential information.
(c) Nothing herein shall be construed as prohibiting the Company or
its subsidiaries or affiliates from pursuing any other remedies available to
them or any of them for such breach or threatened breach, including recovery
of damages from the Employee.
8. TERMINATION OF EMPLOYMENT.
(a) The Employee's employment hereunder shall terminate upon the
Employee's death.
(b) The Company may terminate the Employee's employment hereunder
under the following circumstances:
(i) If, as a result of the Employee's incapacity due to physical
or mental illness, the Employee shall have been unable, despite the Company's
reasonable accommodations, to perform the essential functions of Employee's
duties hereunder by reason of illness, or physical or mental disability or other
similar incapacity, which inability shall continue for more than four (4)
consecutive months, the Company may terminate the Employee's employment
hereunder.
(ii) The Company may terminate the Employee's employment
hereunder for "Cause". For purposes of this Agreement, the Company shall have
"Cause" to terminate the
6
<PAGE> 8
Employee's employment hereunder upon the (A) failure of the Employee (other than
for the reasons described in Sections 8(a) and 8(b)(i) hereof) to perform or
observe any of the material terms or provisions of this Agreement; (B) negligent
performance of the Employee's duties under this Agreement and the failure of the
Employee to provide the Board of Directors of the Company with a satisfactory
explanation of the Employee's actions (or inaction); (C) misconduct or other
similar action on the part of the Employee that is materially damaging or
detrimental to the Company; (D) conviction of the Employee of a crime involving
a felony, fraud, embezzlement or the like; or (E) misappropriation of the
Company's funds or misuse of the Company's assets by the Employee.
(c) The Employee may terminate the Employee's employment hereunder
for "Good Reason". For purposes of this Agreement, the Employee shall have "Good
Reason" to terminate the Employee's employment hereunder upon the (i) failure of
the Company to perform or observe any of the material terms or provisions of
this Agreement, and the continued failure of the Company to cure such default
within fifteen (15) days after written notice of such default and demand for
performance has been given to the Company by the Employee, which notice and
demand shall describe specifically the nature of such alleged failure to perform
or observe such material terms or provisions; provided, however, that if cure is
impossible within such fifteen (15) day period, it shall be sufficient for the
Company to
7
<PAGE> 9
commence such cure within said fifteen (15) day period, and pursue such cure
diligently to completion within the shortest possible reasonable time; (ii)
assignment of duties materially and adversely inconsistent with the Employee's
position, duties, responsibilities and status with the Company, without the
Employee's consent; or (iii) failure by the Company to obtain the express
assumption of the Company's obligations to perform this Agreement, by any
successor to all or substantially all of the business or assets of the Company,
when required by Section 11(a) hereof.
(d) Any termination of the Employee's employment by the Company or
by the Employee (other than pursuant to Section 8(a) hereof) shall be
communicated by written "Notice of Termination" to the other party hereto in
accordance with Section 18 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.
(e) For purposes of this Agreement, the "Date of Termination" shall
mean (i) if the Employee's employment is terminated by the Employee's death, the
date of the Employee's death; (ii) if the Employee's employment is terminated
pursuant to Section 8(b)(i) hereof, thirty (30) days after Notice of
Termination, provided that the Employee shall not have returned
8
<PAGE> 10
to the performance of the Employee's duties on a full-time basis during such
thirty (30) day period; (iii) if the Employee's employment is terminated
pursuant to Section 8(b)(ii) or Section 8(c) hereof, the date specified in the
Notice of Termination; and (iv) if the Employee's employment is terminated for
any other reason, the date on which Notice of Termination is given.
9. COMPENSATION UPON TERMINATION.
(a) If the Employee's employment is terminated by the Employee's
death, the Company shall pay to the Employee's estate, or as may be directed by
the legal representatives of such estate, the Employee's full Base Salary set
forth in Section 5(a) hereof through the Date of Termination at the rate in
effect at the time of the employee's death and all other unpaid amounts, if any,
to which the Employee is entitled as of such date in connection with any fringe
benefits or under any incentive compensation plan or program of the Company
pursuant to Section 5(b) hereof, at the time such payments are due.
(b) During any period that the Employee fails to perform the
Employee's duties hereunder as a result of incapacity due to physical or mental
illness ("disability period"), the Employee shall continue to receive the
Employee's full Base Salary set forth in Section 5(a) hereof through the Date of
Termination at the rate in effect at the time the Notice of Termination is given
and all other unpaid amounts, if any, to which the Employee is entitled as of
the Date of Termination in
9
<PAGE> 11
connection with any fringe benefits or under any incentive compensation plan or
program of the Company pursuant to Section 5(b) hereof, at the time such
payments are due; provided that payments so made to the Employee during the
disability period shall be reduced by the sum of the amounts, if any, payable
to the Employee at or prior to the time of any such payment under disability
benefit plans of the Company and which amounts were not previously applied to
reduce any such payment.
(c) If in breach of this Agreement the Employee shall terminate the
Employee's employment other than for Good Reason, or the Company terminates the
Employee's employment for Cause as provided in Section 8(b)(ii), the Company
shall pay the Employee the Employee's full Base Salary set forth in Section 5(a)
hereof through the Date of Termination at the rate in effect at the time Notice
of Termination is given, and the Company shall have no further obligations to
the Employee under this Agreement.
(d) If in breach of this Agreement the Company shall terminate the
Employee's employment other than for Cause, or the Employee terminates the
Employee's employment for Good Reason as provided in Section 8(c) hereof, the
Company shall pay the Employee (i) the Employee's full Base Salary set forth in
Section 5(a) hereof through the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other unpaid amounts, if any, to
which the Employee is entitled as of the Date of Termination in connection with
any fringe benefits or under any compensation plan or program of the Company
pursuant to
10
<PAGE> 12
Section 5(b) hereof, at the time such payments are due; and (ii) the full Base
Salary and any other amounts that would have been payable to the Employee under
Section 5(a) and Section 5(b) hereof from the Date of Termination through the
Expiration Date, at the time such payments are due.
(e) MITIGATION. The Employee shall not be required to mitigate
amounts payable pursuant to Section 9 hereof by seeking other employment or
otherwise. If, however, the Employee shall receive compensation from employment
with any other employer during the relevant period set forth in Section 9, the
payments to be made under the provisions of Section 9 shall be correspondingly
reduced.
10. POST-TERMINATION OBLIGATION. The Employee shall, upon reasonable
notice, furnish such information and proper assistance to Caterair as may
reasonably be required by Caterair in connection with any litigation in which it
or any of its subsidiaries or affiliates is, or may become, a party.
11. SUCCESSORS; BINDING AGREEMENT.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by an assumption
agreement in form and substance reasonably satisfactory to the Employee, to
expressly assume and agree to perform this Agreement in the same manner and to
the
11
<PAGE> 13
same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption
agreement prior to or simultaneously with the effectiveness of any such
succession shall entitle the Employee to terminate the Employee's employment for
Good Reason as set forth in Section 8(c) hereof.
(b) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, devisees, legatees,
executors, administrators, legal representatives, successors and assigns.
12. AMENDMENT; WAIVER. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver or any subsequent breach or default of a similar nature,
or as a waiver of any of such provisions, rights or privileges hereunder.
13. SURVIVAL. It is the express intention and agreement of the parties
hereto that the provisions of Section 7 and Section 10 shall survive the
termination of employment of the Employee. In addition, all obligations of the
Company to make payments
12
<PAGE> 14
hereunder shall survive any termination of this Agreement on the terms and
conditions set forth herein.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and it
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein.
15. SEVERABILITY. If any part of any provision of this Agreement or any
other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, said
part shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of said provision or the
remaining provisions of said agreement.
16. LAW APPLICABLE. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland (but not
including the choice of law rules thereof).
17. HEADINGS. The section or subsection headings contained in this
Agreement are inserted for convenience of reference only
13
<PAGE> 15
and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.
18. NOTICE. All notices, demands, requests or other communications
which may be or are required to be given, served or sent by any party to any
party pursuant to this Agreement shall be in writing and shall be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, addressed as follows:
If to the Employee:
Harry J. D'Andrea
5904 Maiden Lane
Bethesda, Maryland 20817
If to the Company:
Caterair International Corporation
6550 Rock Spring Drive
Bethesda, Maryland 20817
Attention: President and Chief Executive Officer
With a copy (which shall not constitute notice) to:
Senior Vice President and General Counsel
Caterair International Corporation
6550 Rock Spring Drive
Bethesda, Maryland 20817
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it delivered to the
addressee (with the return receipt, the delivery
14
<PAGE> 16
receipt, the affidavit of messenger being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
19. EXECUTION. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove set forth.
CATERAIR INTERNATIONAL CORPORATION
By: /s/ Daniel J. Altobello
---------------------------------------
Name: Daniel J. Altobello
Title: Chairman, President and
Chief Executive Officer
EMPLOYEE
/s/ Harry J. D'Andrea
---------------------------------------
HARRY J. D'ANDREA
15
<PAGE> 1
Exhibit 10.21.1
Memorandum, dated September 29, 1995, relating to Harry J. D'Andrea's
employment agreement.
<PAGE> 2
MEMORANDUM
----------
To: Harry J. D'Andrea
From: Patrick W. Tolbert
Date: September 29, 1995
Re: Transition Matters
------------------
This memorandum sets forth our understanding with respect to (i) your
employment agreement, dated March 4, 1994 with Caterair International
Corporation ("CIC") (the "Employment Agreement") and (ii) the Caterair
International Corporation Key Employment Retention Plan (the "KERP").
1. Provided you continue your employment with Caterair until the close
of the transaction between Caterair and Onex Food Services, Inc. ("OFSI") (the
"Transaction"), now anticipated to be September 29, 1995, you will receive a
retention bonus under the KERP.
2. You will continue to work until October 15, 1995 as an employee of
CIC.
3. Upon termination of your employment after October 15, 1995, you
will be entitled to severance benefits under the KERP in accordance with your
prior KERP Award Letter. These benefits include:
- The severance benefit payable at your election, in the form of a
lump sum or equal installments during the severance period specified
in your Award Letter (referred to as the "Severance Period").
- Continued coverage for you and your dependents and immediate family,
if any, at employee rates under the life, medical, dental, accident
and disability insurance plans and policies in which you participate
at the time you cease working for CIC until the earlier of (i) the
last day of the Severance Period or (ii) the date on which you become
eligible for coverage under comparable plans of a new employer. At
the end of this period, you and your eligible dependents may elect to
continue your medical and dental coverage for 18 months (29 months in
cases of disability) at regular COBRA rates ("COBRA Benefits").
<PAGE> 3
Please complete and return to my attention the attached election form.
4. For purposes of the Employment Agreement, KERP severance benefits
payable to you will be treated as though they constituted payments upon your
termination of employment pursuant to the terms of the Employment Agreement (but
not subject to reduction) and except as provided for below, you shall not be
entitled to any other payments (under the Employment Agreement or otherwise)
with respect to your employment or the termination of such employment.
5. Effective October 16, 1997 and ending March 4, 1999 (the "Payment
Period") you shall be entitled to (A) monthly payments equal to the difference
(if any) between (x) your monthly base salary from CIC as of the date hereof and
(y) your monthly income during such period, and (B) monthly payments equal to
the difference (if any) between (x) the monthly cost to you of COBRA Benefits
and (y) the monthly value of benefits for which you have become eligible for
coverage as a result of your employment with a new employer.
6. During the Payment Period you shall provide OFSI (or its designee)
with an accurate accounting of all income and benefits realized by you during
such period (including, without limitation, copies of your federal and state tax
returns and W-2 forms) and all amounts otherwise due you pursuant to Paragraphs
(5) hereof shall be conditioned on your provision of such accurate and timely
information.
Accepted and Agreed
By: /s/ Harry J. D'Andrea
--------------------------
Harry J. D'Andrea
<PAGE> 4
CATERAIR INTERNATIONAL CORPORATION
KEY EMPLOYEE RETENTION PLAN
BENEFIT ELECTION FORM
As a participant in the Caterair International Corporation Key Employee
Retention Plan (the "KERP"), you are entitled to elect the form in which your
severance benefit will be payable under the KERP and to continue your coverage
under the life, medical, dental, accident and disability insurance policies in
which you participate at the time you cease working for Caterair International
Corporation ("CIC"), Caterair International, Inc. ("CII") or Sky Chefs, Inc.
("LSG/SKY Chefs"). The purpose of this form is to allow you to make these
elections.
- - I hereby elect to receive my severance benefits under the KERP in the
form of /X/, a lump sum or equal installments (select one) during
the Severance Period specified in any Award Letter (referred to as the
"Severance Period"). I understand that this severance benefit is subject to
applicable withholding tax. In addition, I understand that this severance
benefit represents all amounts due to me in connection with my termination
from CIC, CII or LSG/SKY Chefs, as applicable, after giving effect to any
offset provided for under the KERP and that I will not be entitled to any
other severance payments as a result of my termination (except as otherwise
provided in the paragraph number 3 to the September 29, 1995 memorandum
from Patrick W. Tolbert to Harry J. D'Andrea).
- - I hereby elect to continue, at employee rates, coverage for me only,
/X/ both me and my immediate family or my immediate family only
(select one) under the life, medical, dental, accident and disability
insurance plans and policies in which me and/or my immediate family,
participate on the date my employment with CIC, CII or LSG/SKY Chef's, as
applicable, terminates until the earlier of (i) the last day of the
Severance Period or (ii) the date on which me and/or my immediate family
become eligible for coverage under comparable plans of a new employer. I
understand that at the end of this period, me and my eligible dependents
may elect to continue our medical and dental coverage for 18 months (29
months in cases of disability) at regular COBRA rates.
OR
I hereby elect not to continue, at employee rates, coverage for me
only, both me and my immediate family or my immediate family
only (select one) under the life, medical, dental, accident and disability
insurance plans and policies in which me and/or my immediate family
participate on the date my employment with CIC, CII or LSG/SKY Chef's, as
applicable, terminates.
I hereby make the above elections under the KERP on this 3rd day of
October, 1995.
/s/ Harry J. D'Andrea
-----------------------
Employee's signature
/s/ Harry J. D'Andrea
-----------------------
Employee's printed name
<PAGE> 1
Exhibit 10.21.2
Memorandum, dated September 6, 1995, relating to Harry J. D'Andrea's
employment agreement.
<PAGE> 2
MEMORANDUM
TO: Participant in the Key Employee Retention Plan
FROM: Caterair International Corporation and Onex Food Services, Inc.
DATE: September 6, 1995
RE: Benefits Under the Caterair International Corporation Key Employee
Retention Plan
* * * * * * * * * * *
Caterair International Corporation ("Caterair") has adopted the Caterair
International Corporation Key Employee Retention Plan (the "KERP") to provide
certain benefits to key employees of Caterair, in connection with the proposed
leasing transaction (the "Transaction") between Caterair and Onex Food Service,
Inc. and it subsidiaries ("OFSI"). The purpose of the KERP is to provide an
incentive to certain key employees to continue working for Caterair until the
Transaction closes. The KERP also provides a severance benefit to employees who
are involuntarily terminated by Caterair, Caterair International, Inc. ("CII")
or Sky Chefs, Inc. ("LSG/SKY Chefs") within 36 months after the Transaction
occurs. An outline of these benefits and how they impact you follows.
- - One of the primary goals of Caterair and OFSI in connection with the
Transaction is to retain talented key employees such as yourself. Accordingly,
we encourage you to apply for any open-posted position with CII or LSG/SKY
Chefs. You may obtain information regarding such available positions from the
Career Opportunity Program through the Posted Job Opportunity Notices. Some of
you have been designated as incumbents to your current position and we encourage
you to give that position your highest consideration.
- - Regardless of whether you choose to apply for and/or obtain another
position with CII or LSG/SKY Chefs, we encourage you to continue your employment
with Caterair through the close of the Transaction which we believe will occur
on or about September 30, 1995. If you continue your employment with Caterair
until the close of the Transaction you will receive a retention bonus under the
KERP.
- - It is expected that after September 30, 1995, Caterair International
Corporation will no longer have employees, but we anticipate we will need your
services as an employee of either CII or LSG/SKY Chefs through a transition
period. We are in the process of identifying appropriate transition periods and
before September 26, 1995, will communicate to you on an individualized basis
the date through which your services as a transition resource will be necessary
(the "Transition Severance Date").
- - Designated transition employees of CII and LSG/SKY Chefs will be entitled
to all benefits provided to CII or LSG/SKY Chefs employees under its employee
benefit plans. These benefits include, but are not limited to, medical, dental,
accidental death and dismemberment and life insurance benefits.
BENEFITS UNDER THE CATERAIR INTERNATIONAL
CORPORATION KEY EMPLOYEE RETENTION PLAN - Page 1
<PAGE> 3
- - Since you will have a new employer, you may be required to complete some
portion of the standard employment process which includes completing forms and
taking a drug test. We will try to make the process as simple as possible.
Please note that in connection with your change of employer, CII or LSG/SKY
Chefs will do its best to make sure that you are not subject to duplicative FICA
and other employment taxes.
- - If you have not secured another position with CII or LSG/SKY Chefs by your
Transition Severance Date, you will be entitled to severance benefits under the
KERP.
- - If you receive communications that your services as a transition employee
are not needed before your Transition Severance Date, you will still be entitled
to receive your regular compensation and life, medical, dental, accident and
disability benefits (at employee rates), through your Transition Severance Date,
in addition to the benefits under the KERP.
- - If you accept the offer of a full-time position with CII or LSG/SKY Chefs
and then are involuntarily terminated on or before September 30, 1998, you also
will be entitled to the KERP severance benefits.
- - KERP severance benefits include:
- A severance benefit payable, at your election, in the form of a lump
sum or equal installments during the Severance Period specified in
your Award Letter (referred to as the "Severance Period").
- Continued coverage for you and your dependents and immediate family,
if any, at employee rates under the life, medical, dental, accident
and disability insurance plans and policies in which you participate
at the time you cease working for CII or LSG/SKY Chefs until the
earlier of (i) the last day of the Severance Period or (ii) the date
on which you become eligible for coverage under comparable plans of a
new employer. At the end of this period, you and your eligible
dependents may elect to continue your medical and dental coverage for
18 months (29 months in cases of disability) at regular COBRA rates.
Benefits under the KERP are in addition to any other benefits to which you may
be entitled from Caterair, CII or LSG/SKY Chefs. If you are terminated before
the last day of the 1995 or 1996 calendar year, the amount of employer
contributions credited to your account for that year under the 401(k) plan will
be paid to you outside the plan as additional compensation.
BENEFITS UNDER THE CATERAIR INTERNATIONAL
CORPORATION KEY EMPLOYEE RETENTION PLAN - Page 2
<PAGE> 4
ACKNOWLEDGMENT OF RECEIPT
I acknowledge that I received a copy of the memorandum explaining
benefits under the Caterair International Key Employee Retention Plan on
Wednesday, September 6, 1995, and that the memorandum has been reviewed with me
by a representative of Caterair International Corporation or LSG/SKY Chefs.
9/21/95 /s/ Harry J. D'Andrea
- ----------- -------------------------------
(Date) Harry J. D'Andrea
BENEFITS UNDER THE CATERAIR INTERNATIONAL
CORPORATION KEY EMPLOYEE RETENTION PLAN -- Page 3
<PAGE> 1
EXHIBIT 10.22
Employment Agreement, dated as of December 12, 1989, between Angelo D. Bizzarro
and Caterair International Corporation.
18
<PAGE> 2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of this 12th day of Dec., 1989, by
and between CATERAIR INTERNATIONAL CORPORATION, a Delaware Corporation (the
"Company"), and Angelo D. Bizzarro, residing at 22500 West Harris Road, P. 0.
Box 335, Barnesville, Maryland 20838 (the "Employee").
WHEREAS, the Company is a wholly-owned subsidiary of Caterair Holdings
Corporation, a Delaware corporation ("Holdings");
WHEREAS, Holdings and the Company have entered into an Exchange
Agreement dated July 10, 1989 (the "Exchange Agreement") with Marriott
Corporation ("Marriott") and certain of its subsidiaries pursuant to which
Holdings, the Company and the subsidiaries of the Company will acquire the
assets and liabilities of Marriott's In-Flite Services Division (the
"Acquisition"), subject to the terms and conditions of the Exchange Agreement;
WHEREAS, subject to the consummation of the Acquisition, the Board of
Directors of the Company desires that the Company employ the Employee, and the
Employee is willing to be employed and serve the Company, on the terms and
conditions herein provided; and
<PAGE> 3
WHEREAS, in order to effect the foregoing, the parties hereto wish to
enter into an employment agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be bound legally
hereby, the parties hereto agree as follows;
1. Employment. On the terms and conditions set forth in this Agreement
(including, without limitation, the condition set forth in Section 15 hereof),
the Company agrees to employ the Employee and the Employee agrees to be employed
by the Company for the term set forth in Section 2 hereof and in the position
and with the duties set forth in Section 3 hereof.
2. Term. The employment of the Employee by the Company as provided in
Section 1 hereof will commence on the date of the consummation of the
Acquisition (the "Commencement Date") and end on the fifth anniversary of such
date (the "Initial Term"), and thereafter shall continue from year to year for
additional one (1) year terms (the "Additional Terms"), unless and until either
party shall give notice of its intent to terminate not less than ninety (90)
days prior to the end of the then-current Initial Term or Additional Term, which
termination shall be effective at the expiration of said term
-2-
<PAGE> 4
(the "Expiration Date"), or until sooner terminated as hereinafter set forth.
3. Position and Duties. The Employee shall serve as Executive Vice
President and Chief Financial Officer, reporting to the President and Chief
Executive Officer of the Company, with such duties and responsibilities as the
Board of Directors of the Company may from time to time determine and assign to
the Employee. The Employee shall devote the Employee's reasonable best efforts
and full business time to the performance of the Employee's duties and the
advancement of the business and affairs of the Company. The Employee shall serve
without additional compensation as set forth in Section 5 hereof, if elected or
appointed to one or more offices or as a director of any of the subsidiaries or
affiliates of the Company,
4. Place of Performance. In connection with the Employee's employment
by the Company, the Employee shall be based at the principal executive offices
of the Company located in Potomac, Maryland, except for required travel on the
Company's business.
5. Compensation and Related Matters.
5(a) The Company shall pay to the Employee an annual base
salary (the "Base Salary") at the rate of One Hundred Seventy Five Thousand
Dollars ($175,000), such rate to be in effect from the Commencement Date until
December 28, 1990. During each subsequent fiscal year of the Company (each such
fiscal year consisting of a period of 52 weeks ending on
-3-
<PAGE> 5
the Friday closest to December 31) until the Expiration Date or the termination
of this Agreement, the Employee's Base Salary shall be at the annual rate as
determined by the Board of Directors of the Company. The Base Salary shall be
payable biweekly or in such other installments as shall be consistent with the
Company's payroll procedures. The Company shall deduct and withhold all
necessary social security and withholding taxes and any other similar sums
required by law or authorized by the Employee with respect to the payment of the
Base Salary.
5(b) The Employee shall be entitled to participate in such
plans and to receive such bonuses, incentive compensation and fringe benefits as
may be granted or established by the Company from time to time.
6. Expenses. The Employee is authorized to incur reasonable expenses in
connection with conducting and promoting the business and affairs of the
Company, including expenses for travel and similar items, subject to limitations
and restrictions set by the Company from time to time. The Company will
reimburse the Employee for such expenses on a biweekly or other regular basis,
upon the presentation by the Employee of an itemized account of such
expenditures, consistent with procedures established by the Company, together
with such receipts or other evidence as shall be required by the Company for tax
or accounting purposes.
-4-
<PAGE> 6
7. Confidential Information; Unauthorized Disclosure.
7(a) The Employee recognizes and acknowledges that (i) all
plans, systems, methods, designs, programs, procedures, books and records
relating to the operations, practices and personnel of Marriott's In-Flite
Services Division, the Company, and of any subsidiary or affiliate of the
Company (whether instituted or commenced prior or subsequent to the date hereof
and whether or not initially instituted or commenced by Marriott, the Company,
or by any such subsidiary or affiliate thereof); and (ii) all other records,
documents and information concerning Marriott's In-Flite Services Division's,
the Company's or any of its subsidiaries' or affiliates' business activities,
practices and procedures, as there may exist from time to time, constitute and
will constitute valuable, special and unique assets of the Company's and of any
such subsidiary's or affiliate's business. The Employee therefore covenants and
agrees that the Employee will not ever, at any time, without the prior written
consent of the Board of Directors of the Company or a person authorized thereby,
publish or disclose to any third party or use for the Employee's own benefit or
advantage, or make available for others to use, any part of such confidential
information which was disclosed to the Employee as a result of the Employee's
employment with Marriott's In-Flite Services
-5-
<PAGE> 7
Division or may be disclosed to the Employee as a result of the Employee's
employment hereunder, to the extent such information has theretofore remained
confidential (except for unauthorized disclosures) and except as otherwise
ordered by a court of competent jurisdiction.
7(b) The Employee acknowledges that the restrictions contained
in Section 7(a) are reasonable and necessary, in view of the nature of the
Company's and its subsidiaries' and affiliates' business, in order to protect
the legitimate interests of the Company and its subsidiaries and affiliates, and
that any violation thereof would result in irreparable injury to the Company and
its subsidiaries and affiliates. The Employee agrees, therefore, that in the
event of a breach or threatened breach by the Employee of the provisions of
Section 7(a), the Company or any of its subsidiaries or affiliates shall be
entitled to obtain from any court of competent jurisdiction, preliminary and
permanent injunctive relief restraining the Employee from disclosing or using
any such confidential information.
7(c) Nothing herein shall be construed as prohibiting the
Company or its subsidiaries or affiliates from pursuing any other remedies
available to them or any of them for such breach or threatened breach, including
recovery of damages from the Employee.
-6-
<PAGE> 8
8. Termination of Employment.
8(a) The Employee's employment hereunder shall terminate upon
the Employee's death.
8(b) The Company may terminate the Employee's employment
hereunder under the following circumstances:
(i) If, as a result of the Employee's incapacity due
to physical or mental illness, the Employee shall have been unable to perform
all of the Employee's duties hereunder by reason of illness, or physical or
mental disability or other similar incapacity, which inability shall continue
for more than four (4) consecutive months, the Company may terminate
the Employee's employment hereunder.
(ii) The Company may terminate the Employee's
employment hereunder for "Cause." For purposes of this Agreement, the Company
shall have "Cause" to terminate the Employee's employment hereunder upon the (A)
failure of the Employee (other than for the reasons described in Sections 8(a)
and 8(b)(i) hereof) to perform or observe any of the material terms or
provisions of this Agreement; (B) negligent performance of the Employee's duties
under this Agreement and the failure of the Employee to provide the Board of
Directors of the Company with a satisfactory explanation of the Employee's
actions (or inaction); (C) misconduct or other similar action on the part of the
Employee that is materially damaging or detrimental to the Company; (D)
conviction of the
-7-
<PAGE> 9
Employee of a crime involving a felony, fraud, embezzlement or the like; or (E)
misappropriation of the Company's funds or misuse of the Company's assets by the
Employee.
8(c) The Employee may terminate the Employee's employment
hereunder for "Good Reason." For purposes of this Agreement, the Employee shall
have "Good Reason" to terminate the Employee's employment hereunder upon the (i)
failure of the Company to perform or observe any of the material terms or
provisions of this Agreement, and the continued failure of the Company to cure
such default within fifteen (15) days after written notice of such default and
demand for performance has been given to the Company by the Employee, which
notice and demand shall describe specifically the nature of such alleged failure
to perform or observe such material terms or provisions; provided, however, that
if cure is impossible within such fifteen (15) day period, it shall be
sufficient for the Company to commence such cure within said fifteen (15) day
period, and pursue such cure diligently to completion within the shortest
possible reasonable time; (ii) assignment of duties materially and adversely
inconsistent with the Employee's position, duties, responsibilities and status
with the Company, without the Employee's consent; or (iii) failure by the
Company to obtain the express assumption of the Company's obligations to perform
this Agreement, by any successor to all or substantially all of the business or
assets of the Company, when required by Section 12(a) hereof.
-8-
<PAGE> 10
8(d) Any termination of the Employee's employment by the
Company or by the Employee (other than pursuant to Section 8(a) hereof) shall be
communicated by written "Notice of Termination" to the other party hereto in
accordance with Section 20 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.
8(e) For purposes of this Agreement, the "Date of Termination"
shall mean (i) if the Employee's employment is terminated by the Employee's
death, the date of the Employee's death; (ii) if the Employee's employment is
terminated pursuant to Section 8(b)(i) hereof, thirty (30) days after Notice of
Termination, provided that the Employee shall not have returned to the
performance of the Employee's duties on a full-time basis during such thirty
(30) day period; (iii) if the Employee's employment is terminated pursuant to
Section 8(b)(ii) or Section 8(c) hereof, the date specified in the Notice of
Termination; and (iv) if the Employee's employment is terminated for any other
reason, the date on which Notice of Termination is given.
-9-
<PAGE> 11
9. Compensation Upon Termination.
9(a) If the Employee's employment is terminated by the
Employee's death, the Company shall pay to the Employee's estate, or as may be
directed by the legal representatives of such estate, the Employee's full Base
Salary set forth in Section 5(a) hereof through the Date of Termination at the
rate in effect at the time of the Employee's death and all other unpaid amounts,
if any, to which the Employee is entitled as of such date in connection with any
fringe benefits or under any incentive compensation plan or program of the
Company pursuant to Section 5(b) hereof, at the time such payments are due.
9(b) During any period that the Employee fails to perform the
Employee's duties hereunder as a result of incapacity due to physical or mental
illness ("disability period"), the Employee shall continue to receive the
Employee's full Base Salary set forth in Section 5(a) hereof through the Date of
Termination at the rate in effect at the time the Notice of Termination is given
and all other unpaid amounts, if any, to which the Employee is entitled as of
the Date of Termination in connection with any fringe benefits or under any
incentive compensation plan or program of the Company pursuant to Section 5(b)
hereof, at the time such payments are due; provided that payments so made to the
Employee during the disability period shall be reduced by the sum of the
amounts,
-10-
<PAGE> 12
if any, payable to the Employee at or prior to the time of any such payment
under disability benefit plans of the Company and which amounts were not
previously applied to reduce any such payment.
9(c) If in breach of this Agreement the Employee shall
terminate the Employee's employment other than for Good Reason, or the Company
terminates the Employee's employment for Cause as provided in Section 8(b)(ii),
the Company shall pay the Employee the Employee's full Base Salary set forth in
Section 5(a) hereof through the Date of Termination at the rate in effect at the
time Notice of Termination is given, and the Company shall have no further
obligations to the Employee under this Agreement.
9(d) If in breach of this Agreement the Company shall
terminate the Employee's employment other than for Cause, or the Employee
terminates the Employee's employment for Good Reason as provided in Section 8(c)
hereof, the Company shall pay the Employee (i) the Employee's full Base Salary
set forth in Section 5(a) hereof through the Date of Termination at the rate in
effect at the time Notice of Termination is given and all other unpaid amounts,
if any, to which the Employee is entitled as of the Date of Termination in
connection with any fringe benefits or under any compensation plan or program of
the Company pursuant to Section 5(b) hereof, at the time such payments are due;
and (ii) the full Base Salary and any other
-11-
<PAGE> 13
amounts that would have been payable to the Employee under Section 5(a) and
Section 5(b) hereof from the Date of Termination through the Expiration Date, at
the time such payments are due.
9(e) Mitigation. The Employee shall not be required to
mitigate amounts payable pursuant to Section 9 hereof by seeking other
employment or otherwise. If, however, the Employee shall receive compensation
from employment with any other employer during the relevant period set forth in
Section 9, the payments to be made under the provisions of Section 9 shall be
correspondingly reduced.
10. Post-Termination Obligation. The Employee shall, upon reasonable
notice, furnish such information and proper assistance to Caterair as may
reasonably be required by Caterair in connection with any litigation in which it
or any of its subsidiaries or affiliates is, or may become, a party.
11. Insurance. The Company shall have the right to purchase such
policies of insurance on the life of the Employee as may be determined by the
Company in its sole discretion and as may be available, at the sole cost and
expense of the Company, and naming the Company as owner and beneficiary, and the
Employee shall cooperate in the placement thereof.
12. Successors; Binding Agreement.
12(a) The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation
-12-
<PAGE> 14
or otherwise) to all or substantially all of the business or assets of the
Company, by an assumption agreement in form and substance reasonably
satisfactory to the Employee, to expressly assume 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. Failure of the
Company to obtain such assumption agreement prior to or simultaneously with the
effectiveness of any such succession shall entitle the Employee to terminate the
Employee's employment for Good Reason as set forth in Section 8(c) hereof,
12(b) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, devisees,
legatees, executors, administrators, legal representatives, successors and
assigns.
13. Amendment; Waiver. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any of such provisions, rights or privileges hereunder.
-13-
<PAGE> 15
14. Survival. It is the express intention and agreement of the parties
hereto that the provisions of Section 7 and Section 10 shall survive the
termination of employment of the Employee. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.
15. Condition Precedent. Notwithstanding any other provision of this
Agreement, all of the obligations of the parties hereto under this Agreement are
expressly conditioned on the prior or simultaneous consummation of the
Acquisition pursuant to the terms of the Exchange Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and it
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein.
17. Severability. If any part of any provision of this Agreement or any
other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of said provision or the
remaining provisions of said agreement.
-14-
<PAGE> 16
18. Law Applicable. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland (but not
including the choice of law rules thereof).
19. Headings. The section or subsection headings contained in this
Agreement are inserted for convenience of reference only and shall not in any
way define or affect the meaning, construction or scope of any of the provisions
hereof.
20. Notice. All notices, demands, requests or other communications
which may be or are required to be given, served or sent by any party to any
party pursuant to this Agreement shall be in writing and shall be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, telegram or telex, addressed as
follows:
If to the Employee:
Angelo D. Bizzarro
22500 West Harris Road
P. 0. Box 335
Barnesville, Maryland 20838
If to the Company:
Caterair International Corporation
7811 Montrose Road
Suite 400
Potomac, Maryland 20854
Attention. President and Chief Executive Officer
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<PAGE> 17
With a copy (which shall not constitute notice) to;
Senior Vice President and General Counsel
Caterair International Corporation
7811 Montrose Road
Suite 400
Potomac, Maryland 20854
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a telex) the answerback being deemed conclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
21. Execution. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this
-16-
<PAGE> 18
Agreement to produce or account for more than a number of counterparts
containing the respective signatures of, or on behalf of, all of the parties
hereto.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove set forth.
CATERAIR INTERNATIONAL CORPORATION
By: /s/ Daniel J. Altobello
-------------------------------------
Name; Daniel J. Altobello
Title: Chairman, President and
Chief Executive Officer
EMPLOYEE
/s/ Angelo D. Bizzarro
-------------------------------------
Angelo D. Bizzarro
-17-
<PAGE> 1
EXHIBIT 10.22.1
Amendment, dated as of September 14, 1994, between Angelo D. Bizzarro and
Caterair International Corporation, relating to
Angelo D. Bizzarro's employment agreement.
19
<PAGE> 2
AMENDMENT
THIS AMENDMENT is entered into as of September 14, 1994 by and between
CATERAIR INTERNATIONAL CORPORATION, a Delaware corporation (the "Company") and
ANGELO D. BIZZARRO, residing at 22500 West Harris Road, P.O. Box 335,
Barnesville, MD 20838 (the "Employee").
RECITALS:
WHEREAS, the Company and the Employee have entered into an Employment
Agreement effective as of December 15, 1989 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 2 of the Agreement is deleted in its entirety and the
following substituted therefor:
"2. Term. The employment of the Employee by the Company as
provided in Section 1 hereof will commence on the date of the consummation of
the Acquisition (the "Commencement Date") and end on the seventh anniversary of
such date (the "Initial Term"), and thereafter shall continue from year to year
for one additional one (1) year terms (the "Additional Terms"), unless and
until either party shall give notice of its intent to terminate not less than
ninety (90) days prior to the end of the then-current Initial Term or
Additional Term, which termination shall be effective at the expiration of said
term (the "Expiration Date"), or until sooner terminated as hereinafter set
forth."
2. The first sentence of Section 3 of the Agreement is revised to read
as follows:
"The Employee shall serve as Executive Vice President and Chief
Operating Officer, reporting to the President and Chief
Executive Officer of the Company, with such duties and
responsibilities as the Board of Directors of the Company may
from time to time determine and assign to the Employee."
<PAGE> 3
3. This Amendment shall be effective as of September 14, 1994. All
other terms and conditions of the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CATERAIR INTERNATIONAL CORPORATION
By: /s/ DANIEL J. ALTOBELLO
-------------------------------
Title: Chairman
----------------------------
EMPLOYEE
/s/ ANGELO D. BIZZARRO
------------------------------------
Angelo D. Bizzarro
<PAGE> 1
Exhibit 10.23
Employment Agreement, dated as of December 15, 1989, between Daniel J. Altobello
and Caterair International Corporation.
20
<PAGE> 2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of this 15th day of December, 1989,
by and between CATERAIR INTERNATIONAL CORPORATION, a Delaware corporation (the
"Company"), and Daniel J. Altobello, residing at 9727 Avenel Farm Drive,
Potomac, Maryland 20854 (the "Employee").
WHEREAS, the Company is a wholly-owned subsidiary of Caterair Holdings
Corporation, a Delaware corporation ("Holdings");
WHEREAS, Holdings and the Company have entered into an Exchange
Agreement dated July 10, 1989 (the "Exchange Agreement") with Marriott
Corporation ("Marriott") and certain of its subsidiaries pursuant to which
Holdings, the Company and the subsidiaries of the Company will acquire the
assets and liabilities of Marriott's In-Flite Services Division (the
"Acquisition"), subject to the terms and conditions of the Exchange Agreement;
WHEREAS, subject to the consummation of the Acquisition, the Board of
Directors of the Company desires that the Company employ the Employee, and the
Employee is willing to be employed and serve the Company, on the terms and
conditions herein provided; and
<PAGE> 3
WHEREAS, in order to effect the foregoing, the parties hereto wish to
enter into an employment agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be bound legally
hereby, the parties hereto agree as follows;
1. Employment. On the terms and conditions set forth in this Agreement
(including, without limitation, the condition set forth in Section 15 hereof),
the Company agrees to employ the Employee and the Employee agrees to be employed
by the Company for the term set forth in Section 2 hereof and in the position
and with the duties set forth in Section 3 hereof.
2. Term. The employment of the Employee by the Company as provided in
Section 1 hereof will commence on the date of the consummation of the
Acquisition (the "Commencement Date") and end on the fifth anniversary of such
date (the "Initial Term"), and thereafter shall continue from year to year for
additional one (1) year terms (the "Additional Terms"), unless and until either
party shall give notice of its intent to terminate not less than ninety (90)
days prior to the end of the then-current Initial Term or Additional Term, which
termination shall be effective at the expiration of said term
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<PAGE> 4
(the "Expiration Date"), or until sooner terminated as hereinafter set forth.
3. Position and Duties. The Employee shall serve as President and Chief
Executive Officer of the Company, with such duties and responsibilities as the
Board of Directors of the Company may from time to time determine and assign to
the Employee. The Employee shall devote the Employee's reasonable best efforts
and full business time to the performance of the Employee's duties and the
advancement of the business and affairs of the Company. The Employee shall serve
without additional compensation as set forth in Section 5 hereof, if elected or
appointed to one or more offices or as a director of any of the subsidiaries or
affiliates of the Company.
4. Place of Performance. In connection with the Employee's employment
by the Company, the Employee shall be based at the principal executive offices
of the Company located in Potomac, Maryland, except for required travel on the
Company's business.
5. Compensation and Related Matters.
5(a) The Company shall pay to the Employee an annual base salary
(the "Base Salary") at the rate of Three Hundred Ninety Five Thousand Dollars
($395,000.00), such rate to be in effect from the Commencement Date until
December 28, 1990. During each subsequent fiscal year of the Company (each such
fiscal year consisting of a period of 52 or 53 weeks
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<PAGE> 5
ending on the Friday closest to December 31) until the Expiration Date or the
termination of this Agreement, the Employee's Base Salary shall be at the annual
rate as determined by the Board of Directors of the Company. The Base Salary
shall be payable biweekly or in such other installments as shall be consistent
with the Company's payroll procedures. The Company shall deduct and withhold all
necessary social security and withholding taxes and any other similar sums
required by law or authorized by the Employee with respect to the payment of the
Base Salary.
5(b) The Employee shall be entitled to participate in such plans
and to receive such bonuses, incentive compensation and fringe benefits as may
be granted or established by the Company from time to time.
6. Expenses. The Employee is authorized to incur reasonable expenses in
connection with conducting and promoting the business and affairs of the
Company, including expenses for travel and similar items, subject to limitations
and restrictions set by the Company from time to time. The Company will
reimburse the Employee for such expenses on a biweekly or other regular basis,
upon the presentation by the Employee of an itemized account of such
expenditures, consistent with Procedures established by the Company, together
with such receipts or other evidence as shall be required by the Company for tax
or accounting purposes.
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<PAGE> 6
7. Confidential Information: Unauthorized Disclosure.
7(a) The Employee recognizes and acknowledges that (i) all plans,
systems, methods, designs, programs, procedures, books and records relating to
the operations, practices and personnel Of Marriott's In-Flite Services
Division, the Company, and of any subsidiary or affiliate of the Company
(whether instituted or commenced prior or subsequent to the date hereof and
whether or not initially instituted or commenced by Marriott, the Company, or by
any such subsidiary or affiliate thereof); and (ii) all other records, documents
and information concerning Marriott's In-Flite Services Division's, the
Company's or any of its subsidiaries' or affiliates' business activities
practices and procedures, as there may exist from time to time, constitute and
will constitute valuable, special and unique assets of the Company's and of any
such subsidiary's or affiliate's business. The Employee therefore covenants and
agrees that the Employee will not ever, at any time, without the prior written
consent of the Board of Directors of the Company or a person authorized thereby,
publish or disclose to any third party or use for the Employee's own benefit or
advantage, or make available for others to use, any part of such confidential
information which was disclosed to the Employee as a result of the Employee's
employment with Marriott's In-Flite Services Division or may be disclosed to the
Employee as a result of the
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<PAGE> 7
Employee's employment hereunder, to the extent such information has theretofore
remained confidential (except for unauthorized disclosures) and except as
otherwise ordered by a court of competent jurisdiction.
7(b) The Employee acknowledges that the restrictions contained in
Section 7(a) are reasonable and necessary, in view of the nature of the
Company's and its subsidiaries' and affiliates' business, in order to protect
the legitimate interests of the Company and its subsidiaries and affiliates, and
that any violation thereof would result in irreparable injury to the Company and
its subsidiaries and affiliates. The Employee agrees, therefore, that in the
event of a breach or threatened breach by the Employee of the provisions of
Section 7(a), the Company or any of its subsidiaries or affiliates shall be
entitled to obtain from any court of competent jurisdiction, preliminary and
permanent injunctive relief restraining the Employee from disclosing or using
any such confidential information.
7(c) Nothing herein shall be construed as prohibiting the Company or
its subsidiaries or affiliates from pursuing any other remedies available to
them or any of them for such breach or threatened breach, including recovery of
damages from the Employee.
8. Termination of Employment.
8(a) The Employee's employment hereunder shall terminate upon the
Employee's death.
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<PAGE> 8
8(b) The Company may terminate the Employee's employment hereunder
under the following circumstances:
(i) If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall have been unable to perform all
of the Employee's duties hereunder by reason of illness, or physical or mental
disability or other similar incapacity, which inability shall continue for more
than four (4) consecutive months, the Company may terminate the Employee's
employment hereunder.
(ii) The Company may terminate the Employee's employment
hereunder for "Cause." For purposes of this Agreement, the Company shall have
"Cause" to terminate the Employee's employment hereunder upon the (A) failure of
the Employee (other than for the reasons described in Sections 8(a) and 8(b)(i)
hereof) to perform or observe any of the material terms or provisions of this
Agreement; (B) negligent performance of the Employee's duties under this
Agreement and the failure of the Employee to provide the Board of Directors of
the Company with a satisfactory explanation of the Employee's actions (or
inaction); (C) misconduct or other similar action on the part of the Employee
that is materially damaging or detrimental to the Company; (D) conviction of the
Employee of a crime involving a felony, fraud, embezzlement or the like; or (E)
misappropriation of the Company's funds or misuse of the Company's assets by the
Employee.
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<PAGE> 9
8(c) The Employee may terminate the Employee's employment
hereunder for "Good Reason." For purposes of this Agreement, the Employee shall
have "Good Reason" to terminate the Employee's employment hereunder upon the (i)
failure of the Company to perform or observe any of the material terms or
provisions of this Agreement, and the continued failure of the Company to cure
such default within fifteen (15) days after written notice of such default and
demand for performance has been given to the Company by the Employee, which
notice and demand shall describe specifically the nature of such alleged failure
to perform or observe such material terms or provisions; provided, however, that
if cure is impossible within such fifteen (15) day period, it shall be
sufficient for the Company to commence such cure within said fifteen (15) day
period, and pursue such cure diligently to completion within the shortest
possible reasonable time; (ii) assignment of duties materially and adversely
inconsistent with the Employee's position, duties, responsibilities and status
with the Company, without the Employee's consent; or (iii) failure by the
Company to obtain the express assumption of the Company's obligations to perform
this Agreement, by any successor to all or substantially all of the business or
assets of the Company, when required by Section 12(a) hereof.
8(d) Any termination of the Employee's employment by the Company
or by the Employee (other than
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<PAGE> 10
pursuant to Section 8(a) hereof) shall be communicated by written "Notice of
Termination" to the other party hereto in accordance with Section 20 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon,
if any, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's employment under
the provision so indicated.
8(e) For purposes of this Agreement, the "Date of Termination"
shall mean (i) if the Employee's employment is terminated by the Employee's
death, the date of the Employee's death; (ii) if the Employee's employment is
terminated pursuant to Section 8(b)(i) hereof, thirty (30) days after Notice of
Termination, provided that the Employee shall not have returned to the
performance of the Employee's duties on a full-time basis during such thirty
(30) day period; (iii) if the Employee's employment is terminated pursuant to
Section 8(b)(ii) or Section 8(c) hereof, the date specified in the Notice of
Termination; and (iv) if the Employee's employment is terminated for any other
reason, the date on which Notice of Termination is given.
9. Compensation Upon Termination. 9(a) If the Employee's employment is
terminated by the Employee's death, the Company shall pay to the
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<PAGE> 11
Employee's estate, or as may be directed by the legal representatives of such
estate, the Employee's full Base Salary set forth in Section 5(a) hereof through
the Date of Termination at the rate in effect at the time of the Employee's
death and all other unpaid amounts, if any, to which the Employee is entitled as
of such date in connection with any fringe benefits or under any incentive
compensation plan or program of the Company pursuant to Section 5(b) hereof, at
the time such payments are due.
9(b) During any period that the Employee fails to perform the
Employee's duties hereunder as a result of incapacity due to physical or mental
illness ("disability period"), the Employee shall continue to receive the
Employee's full Base Salary set forth in Section 5(a) hereof through the Date of
Termination at the rate in effect at the time the Notice of Termination is given
and all other unpaid amounts, if any, to which the Employee is entitled as of
the Date of Termination in connection with any fringe benefits or under any
incentive compensation plan or program of the Company pursuant to Section 5(b)
hereof, at the time such payments are due; provided that payments so made to the
Employee during the disability period shall be reduced by the sum of the
amounts, if any, payable to the Employee at or prior to the time of any such
payment under disability benefit plans of the Company and which amounts were not
previously applied to reduce any such payment.
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<PAGE> 12
9(c) If in breach of this Agreement the Employee shall terminate the
Employee's employment othet than for Good Reason, or the Company terminates the
Employee's employment for Cause as provided in Section 8(b)(ii), the Company
shall pay the Employee the Employee's full Base Salary set forth in Section 5(a)
hereof through the Date of Termination at the rate in effect at the time Notice
of Termination in given, and the Company shall have no further obligations to
the Employee under this Agreement.
9(d) If in breach of this Agreement the Company shall terminate the
Employee's employment other then for Cause, or the Employee terminates the
Employee's employment for Good Reason as provided in Section 8(c) hereof, the
Company shall pay the Employee (i) the Employee's full Base Salary set forth in
Section 5(a) hereof through the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other unpaid amounts, if any, to
which the Employee is entitled as of the Date of Termination in connection with
any fringe benefits or under any compensation plan or program of the Company
pursuant to Section 5(b) hereof, at the time such payments are due; and (ii)
the full Base Salary and any other amounts that would have been payable to
the Employee under Section 5(a) and Section 5(b) hereof from the Date of
Termination through the Expiration Date, at the time such payments are due;
provided, however, that if the termination of
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<PAGE> 13
employment occurs in connection with or as a result of a "change in control," as
defined in Section 9(e)(ii) hereof, the amount payable to the Employee under
this Section 9(d) shall not exceed the amount that will be payable under Section
9(e)(i) as limited by Section 9(f).
9(e)(i) If during the term of this Agreement there is a change in
control of the Company, the Employee shall be entitled to receive as a severance
payment a lump sum cash payment as provided for herein (subject to Section 9(f)
below) in the event the Employee's employment is terminated, voluntarily or
involuntarily, in connection with or within one year after the change in control
of the Company, unless such termination occurs by virtue of normal retirement,
permanent and total disability or death. Subject to Section 9(f) below, the
amount of this payment shall equal three times the Base Amount, less one dollar.
The "Base Amount" shall be the Employee's average annualized compensation that
was payable by the Company and was includible in the Employee's gross income for
federal income tax purposes with respect to the five most recent taxable years
of the Employee ending before such change in control. If the Employee has been
employed by the Company for part but less than all of such five-taxable-year
period, the Base Amount shall be determined by first annualizing the
compensation paid to the Employee during any partial taxable year included in
the period of employment, in accordance with
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<PAGE> 14
regulations issued under Section 28OG of the Internal Revenue Code of 1986, as
amended (the "Code"), and then dividing the sum of the compensation paid during
the full taxable year(s) plus the annualized compensation paid during the
partial year by the number of full and partial taxable years included in the
period of employment. If the Employee was not employed by the Company during any
portion of such five-taxable-year period, the Base Amount shall be determined by
annualizing the Employee's compensation for the period during which he was
employed by the Company, in accordance with such regulations. Payment under this
Section 9(e)(i) shall be in lieu of any amount owed to the Employee under
Section 9(d) hereof. However, payment under this Section 9(e)(i) shall not be
reduced by any compensation that the Employee may receive from other employment
with another employer after termination of the Employee's employment with the
Company.
9(e)(ii) A "change in control" of the Company for purposes of this
Agreement shall be deemed to have taken place if (A) The Carlyle Group, L.P.,
In-Flite Acquisition Partners, L.P., In-Flite Acquisition Partners II, L.P., and
Messrs. Altobello and Malek (or upon the death of Messrs. Altobello or Malek,
any heir, executor, administrator, testamentary trustee, legatee, beneficiary or
distributee of Messrs. Altobello or Malek) no longer have the power to vote,
directly or indirectly, whether through record or beneficial
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<PAGE> 15
ownership, a voting trust arrangement, or other contractual arrangement, a
majority of the voting shares of the Company, or (B) all or substantially all Of
the Company's assets are sold to any person, or (C) the Company is liquidated or
dissolved or adopts a plan of liquidation. For purposes of this Section
9(e)(ii), a "person" includes an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, unincorporated organization,
joint-stock company, or similar organization or group acting in concert. A
person for these purposes shall be deemed to be a beneficial owner as that term
is used in Rule 13d-3 under the Securities Exchange Act of 1934.
9(f) Notwithstanding any other provisions of this Agreement or of
any other agreement, contract, or understanding heretofore or hereafter entered
into between the Employee and the Company, other than an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this Section 9(f) (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement heretofore or hereafter adopted by
the Company for the direct or indirect provision of compensation to the Employee
(including groups or classes of participants or beneficiaries of which the
Employee is a member), whether or not such compensation is deferred, is in cash,
or is in the form of a benefit to or for the Employee (a "Benefit Plan"), the
Employee shall not have any right to receive any payment or
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<PAGE> 16
other benefit under this Agreement, any Other Agreement, or any Benefit Plan if
such payment or benefit, taking into account all other payments or benefits to
or for the Employee under this Agreement, all Other Agreements, and all Benefit
Plans, would cause any payment to the Employee under this Agreement to be
considered a "parachute payment" within the meaning of section 280G(b)(2) of the
Code (a "Parachute Payment"). In the event that the receipt of any such payment
or benefit under this Agreement, any Other Agreement, or any Benefit Plan would
cause the Employee to be considered to have received a Parachute Payment under
this Agreement, then the necessary reductions shall occur and the Employee shall
have the right, in the Employee's sole discretion, to designate those payments
or benefits under this Agreement, any Other Agreements, and any Benefit Plans
that should be reduced or eliminated so as to avoid having the payment to the
Employee under this Agreement be deemed to be a Parachute Payment.
9(g) Mitigation. The Employee shall not be required to mitigate
amounts payable pursuant to Section 9 hereof by seeking other employment or
otherwise. If, however, the Employee shall receive compensation from employment
with any other employer during the relevant period set forth Section 9, the
payments to be made under the provisions of Sections 9(c) or 9(d) shall be
correspondingly reduced.
10. Post-Termination Obligation. The Employee shall, upon reasonable
notice, furnish such information and proper
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<PAGE> 17
assistance to Caterair as may reasonably be required by Caterair in connection
with any litigation in which it or any of its subsidiaries or affiliates is, or
may become, a party.
11. Insurance. The Company shall have the right to purchase such
policies of insurance on the life of the Employee as may be determined by the
Company in its sole discretion and as may be available, at the sole cost and
expense of the Company, and naming the Company as owner and beneficiary, and the
Employee shall cooperate in the placement thereof.
12. Successors; Binding Agreement.
12(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by an assumption
agreement in form and substance reasonably satisfactory to the Employee, to
expressly assume 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. Failure of the Company to obtain such assumption
agreement prior to or simultaneously with the effectiveness of any such
succession shall entitle the Employee to terminate the Employee's employment for
Good Reason as set forth in Section 8(c) hereof.
12(b) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, devisees, legatees,
executors, administrators, legal representatives, successors and assigns.
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<PAGE> 18
13. Amendment: Waiver. This Agreement shall not be amended, altered or
modified ezcept by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any of such provisions, rights or privileges hereunder.
14. Survival. It is the express intention and agreement of the parties
hereto that the provisions of Section 7 and Section 10 shall survive the
termination of employment of the Employee. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.
15. Condition Precedent. Notwithstanding any other provision of this
Agreement, all of the obligations of the parties hereto under this Agreement are
expressly conditioned on the prior or simultaneous consummation of the
Acquisition pursuant to the terms of the Exchange Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the
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<PAGE> 19
subject matter hereof, and it supersedes all prior oral or written agreements,
commitments or understandings with respect to the matters provided for herein.
17. Severability. If any part of any provision of this Agreement or any
other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of said provision or the
remaining provisions of said agreement.
18. Law Applicable. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland (but not
including the choice of law rules thereof).
19. Headings. The section or subsection headings contained in this
Agreement are inserted for convenience of reference only and shall not in any
way define or affect the meaning, construction or scope of any of the provisions
hereof.
20. Notice. All notices, demands, requests or other communications
which may be or are required to be given, served or sent by any party to any
party pursuant to this Agreement shall be in writing and shall be mailed by
first-class, registered or certified mail, return receipt requested, postage
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<PAGE> 20
prepaid, or transmitted by hand delivery, telegram or telex, addressed as
follows:
If to the Employee:
Daniel J. Altobello
9727 Avenel Farm Drive
Potomac, Maryland 20854
If to the Company:
Caterair International Corporation
7811 Montrose Road
Suite 400
Potomac, Maryland 20854
Attention: Chairman of the Compensation Committee
With a copy (which shall not constitute notice) to:
Senior Vice President and General Counsel
Caterair International Corporation
7811 Montrose Road
Suite 400
Potomac, Maryland 20854
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication which shall be mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a telex) the answerback being deemed conclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation
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<PAGE> 21
21, Execution. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear an each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove set forth.
CATERAIR INTERNATIONAL CORPORATION
By: /s/ Angelo D. Bizzarro
-----------------------------------
Name: Angelo D. Bizzarro
Title: Executive Vice President
EMPLOYEE
/s/ Daniel J. Altobello
--------------------------------------
Daniel J. Altobello
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<PAGE> 1
Exhibit 10.23.1
Amendment, dated as of September 14, 1994, between Daniel J. Altobello and
Caterair International Corporation, relating to Daniel J. Altobello's employment
contract.
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<PAGE> 2
AMENDMENT
THIS AMENDMENT is entered into as of September 14, 1994 by and between
CATERAIR INTERNATIONAL CORPORATION, a Delaware corporation (the "Company") and
DANIEL J. ALTOBELLO, residing at 9727 Avenel Farm Drive, Potomac, Maryland 20854
(the "Employee").
RECITALS:
WHEREAS, the Company and the Employee have entered into an Employment
Agreement effective as of December 15, 1989 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 2 of the Agreement is deleted in its entirety and the following
substituted therefor:
"2. Term. The employment of the Employee by the Company as provided in
Section 1 hereof will commence on the date of the consummation of the
Acquisition (the "Commencement Date") and end on the seventh
anniversary of such date (the "Initial Term"), and thereafter shall
continue from year to year for one additional one (1) year terms (the
"Additional Terms"), unless and until either party shall give notice of
its intent to terminate not less than ninety (90) days prior to the end
of the then-current Initial Term or Additional Term, which termination
shall be effective at the expiration of said term (the "Expiration
Date"), or until sooner terminated as hereinafter set forth."
<PAGE> 3
2. This Amendment shall be effective as of September 14, 1994. All
other terms and conditions of the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CATERAIR INTERNATIONAL CORPORATION
By: /s/ JOHN C. CARR
-------------------------------
Title: Vice President
----------------------------
EMPLOYEE
/s/ DANIEL J. ALTOBELLO
------------------------------------
Daniel J. Altobello
