In February 2004, George Weston was appointed general manager by Paul Hilton, president of Hilton Manufacturing Company. Weston, age 56, had wide executive experience in manufacturing products similar to those of the Hilton Company. The appointment of Weston resulted from management problems arising from the death of Richard Hilton, founder and, until his death in early 2003, president of the company. Paul Hilton had only four years ' experience with the company, and in early 2004 was 34 years old. His father had hoped to train Paul over a 10-year period, but the father 's untimely death had cut short this seasoning period. The younger Hilton became president after his father 's death and had exercised full control until he hired Mr. Weston.
Paul Hilton knew that he had made several poor decisions during 2003 and that the morale of the organization had suffered, apparently through lack of confidence in him. When he received the 2003 income statement (Exhibit 1), the loss of almost $200,000 during a good year for the industry convinced him that he needed help. He attracted Weston from a competitor by offering a stock option incentive in addition to salary, knowing that Weston wanted to acquire financial security for his retirement. The two men came to a clear understanding that Weston, as general manager, had full authority to execute any changes he desired. In addition, Weston would explain the reasons for his decisions to Mr. Hilton and thereby train him for successful leadership upon Weston 's retirement.
Hilton Manufacturing Company made only three industrial products, 101, 102, and 103, in its single plant. These were sold by the company sales force for use in the processes of other manufacturers. All of the sales force, on a salary basis, sold the three products but in varying proportions. Hilton sold throughout New England, where it was one of eight companies with similar products. Several of its competitors