EX-10.2 3 mhk_2024q3exhibit102.htm EX-10.2
Exhibit 10.2
January 30, 2017
SUBJECT: Letter of undertaking
Dear Mr. Vand i ni,
We are writing in our position of ultimate hold i ng company of the Mohawk Group for the purposes of confirming our agreements on the new t erms and conditions which, start i ng fr om February 1, 2017, will be applied to the existing relationsh i p between you and Marazzi Group S.r.l. (the "Company") in your position of Ch i ef Executive Officer (t he "CEO") of the Company (the "Directorship"). Therefore, starting from Feb r uary 1, 20 1 7 the main terms and conditions of the Directorship sha ll be the following ones provided herein (the "Offer").
The Offer is subject to the signing, by no later than January 31, 2017, of t he form of resignation from your present position of employee of the Company and the consequent termination of the employment relationship between you and the Company.
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1.Effective date of the new conditions and term of the Directorship
The new condi t ions relating t o the D i rectorship, as described he r eunder, shall be effective as from February 1, 2017. It is understood t h at Mohawk I ndustries I nc., also pursuant to Art. 1381 of the civil code, shall procure that (i) you will be appointed director by the shareholders mee t ing of the Company and CEO by the Board of Di r ectors for the term provided a t the time of t he appointment and renewed from time to t i me. so that you may remain in of f ice w i thout in t erruption; and (ii) the Company shall comp l y wi t h the terms of this letter.
2.Your position
In your position as CEO of the Company, you will conti n ue to perform the t asks which have been granted to you through specific delega t ions o f powers.
3.Fixed Compensation
3.1 Starting from February 1, 2017, the yearly fixed Directorship fee payable to you will be of Euro 486.700,00 (four hundred eighty-six thousand seven hundred /00) gross, increas e d by the company's cost sav i ngs deri v ing from the term i nation of the previous employment relationsh i p (the "Fi x ed Compensation"). The Fixed Compensation will be payable in 12 equa l mo n thly insta llm ents.
160 South Industrial Blvd., S.W. / P.O. Box 12089 ·Calhoun, Georgia 30703-7002 / (706) 629-7721 • (800) 241-4494

3.2 Save as otherwise agreed between the parties, the Fixed Compensation includes and will incorporate any other compensation or fee relating to further obligations, offices, proxies, powers, connected to, or arising from, any future corporate position and/or from any future tasks which may be assigned to you by the Company, including those positions under Art. 2381 of the civil code.
4.Variable Compensation (Bonus)
4.1 In addition to the Fixed Compensation under para. 3 above, the Company may pay, consistently with the procedure and the policy of the Group, a gross yearly variable compensation (the "Variable Compensation”) based on the achievement of specific individual and business goals which will be mutually defined between you and the Company and as will be communicated separately. Such Variable Compensation will be a gross amount, to be increased by the company's cost savings deriving from the termination of the previous employment relationship, subject to the achievement of goals agreed year by year and approved by the Chairman of the Board of Directors.
5..Long-Term Incentive Plan (LTIP)
5.1 Consistently with your responsibilities in relation to the Directorship, you will be entitled to participate in a long-term multi-year incentive plan (the "Plan") which shall be adopted by the Company in compliance with applicable law and Group procedures and policies. Pursuant to the Plan, you are eligible to receive a bonus based on the achievement of specific objectives depending on personal and business results which will be defined by the Company and as will be communicated separately (the “LTIP”). The LTIP shall be paid subject to (i) the achievement of the objectives determined by the Company under the Plan in proportion to the objectives actually achieved and (ii) your actual incumbency in the Directorship at the time in which the LTIP under the Plan shall be payable.
5.2 It is understood that also the LTIP under this para. 5 shall be paid gross, increased by the company’s cost savings deriving from the termination of the previous employment relationship.
6.Termination of the Directorship in case of bad leaver
In case you will cease from the Directorship due to your resignations for any reason other than those indicated under para. 7 below, or in case of your revocation from the Directorship for just cause (namely a cause which is materially significant that it does not allow the continuation of the relationship even on a temporary basis), you will receive exclusively the Fixed Compensation for the portion accrued - and not yet paid - as of the effective date of termination / revocation from the Directorship, in addition to accrued and unpaid travel expenses, with the exclusion of any other amount, benefits, fee, compensation and reimbursement, also as Variable Compensation.
7.Termination of the Directorship in case of good leaver
7.1 In case of your revocation of the Directorship without a just cause, you will be entitled to receive (i) the Fixed Compensation calculated as of the effective date of the termination of the Directorship for the portion accrued as of such date and not yet paid by the Company; (ii) the Variable Compensation, if due, relating to the year of reference, for the portion accrued and not yet paid by the Company, and (iii) an additional amount equal to two years of total compensation.
7.2 The provisions of para. 7.1 above will apply also in case of:
(a) death;
(b) your resignations for just cause. For the purposes of this provision, the term resignations for just cause shall be referred to resignations caused by (i) significant breach by the Company of the obligations provided under applicable law and this letter, to the extent it is not remedied within 30 days from your written notice
160 South Industrial Blvd,, S.W. / P.O. Box 12089 ·Calhoun 1 Georgia 30703-7002 / (706) 629-7721 • (800) 241-4494

and (ii) a n y other circumstance w h ich is mater i ally s i gn i ficant that it does not a ll ow to continue the relationship eve n on a temporary basis;
(c)your withdrawal from the Direc t orship for serio u s physical impediment duly cer t ified which i s permanent or materia ll y s i gnifica n t to prevent the performance of t he Directorship fo r a period longer than 6 months.
7.3 All the payments d u e pursuant to this paragraph shall be subject to t he execut i on of a gene r al settlement agreement with a nova ti on effect pursuant to Art. 2113 of the civil code to be s i gned according to the law. The execution o f the settlemen t is an essential condition for the payment of the amounts provided hereunder. Such settlement agreement, also consistently with the provisions of para. 9 below, will relate to the termination of the Directorship, as well as to the other possible corporate positions assigned to you and to any o t her employment re l ationship exis t ing or establis h ed between you a n d the Company, with mutua l wa i ver t o any right o r act i on fo r any reason connected and/or arising from s u ch relationship.
8.Benefits - Insurance Policies
8.1 For the purposes of facilitating the perfor m ance of t he Directorship, the Company w ill freely provide you with a mobile-phone, a n iPad and a l aptop. Such bus i ness tools shall be utilized consistent l y wit h the applicable polices and regu l ations of the Company.
8.2 Furthermore, the Company wi l l prov i de you with a car, as provided by the business policy a t the terms and conditions illustrated under the Car Policy.
8.3 The Company will enter into in your favor as beneficiary without any cost on your account
(i) an integrative health insurance policy and (ii) a life insurance policy.
9.Confidentiality undertakings
The pa r ties undertake t o keep str i ctly priva t e and confiden t ial the con t ent of this Offer. F u rthermore, the parties unde rt ake not to use, u t ilize, disclose o r communicate to third parties, wi t h any form or means, any information, data or announcement relat i ng t o the terms a n d con t ents of this Offer, as well as the reaso n s, the causes and the assump t ions
- also eco n omic - which have led to its execu t ion.
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We wou l d kindly ask you to send us a copy o f this Offer duly execu t ed for acceptance no late r than January 27, 20 1 7, in the contrary t his Offer shall be deemed no t accepted.
Kind regards
Mohawk Industries, Inc.
/s/ Philip A. Brown
Philip A. Brown
SVP Human Resources
I hereby acknowledge that I have read, understood and expressly and uncond it ionally accepted all t h e terms and conditions con t ained in this l e t ter.
Da t e
Mauro Vandini
/s/ Mauro Vandini
160 South Industrial Blvd., S.W. I P.O. Box 12089 ·Calhoun, Georgia 30703-7002 / (706) 629-7721 • (800) 241-4494