EMPLOYMENT CONTRACT ADDENDUM
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Recitals:
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is currently Vice-chairman of The JPM Company, under
a contract of employment dated the 21st day of September, 1990. 2. The
Board of Directors of The JPM Company wishes to supplement that
employment contract with additional terms in recognition of the
service and loyalty of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to The JPM Company.
Agreement:
I. Termination. This Agreement shall terminate in the event Section I
becomes operative:
A. Death or disability. Upon the death or disability of EMPLOYEE, this
Agreement shall terminate. For purpose of this Agreement, the term
"disability" shall mean the determination by Employer that Employee is
unable to perform substantially all of the duties that were being performed
for Employer prior to such determination, and the continuation of such
inability for a consecutive period in excess of three (3) months following
such determination (unbroken by return to work for an aggregate period in
excess of thirty (30) days).
B. Involuntary Termination. EMPLOYER may terminate this Agreement
without cause.
C. Compensation Payable upon Termination. In the event of termination
of this Agreement by EMPLOYER for any reason set forth hereinabove (in
subparagraphs A or B) other than death of the EMPLOYEE, EMPLOYEE shall be
entitled to receive termination pay equal to twelve months of the annual
salary then in effect, payable in twelve monthly installments, PROVIDED,
however, that any salary paid during a period of disability preceding
termination shall be credited toward the payments due hereunder.
D. Resignation as full-time EMPLOYEE. EMPLOYEE, at any time, may
choose to resign as a full-time EMPLOYEE.
E. Termination for Cause. EMPLOYER may terminate this Agreement
immediately for cause, including without limitation, fraud,
misrepresentation, theft or embezzlement of the Company's assets,
intentional violations of law or company policies, or a breach of this
Agreement. In the event of termination for cause, no severance pay shall be
due EMPLOYEE.
F. Return of Documents. Upon termination of employment for any reason,
all documents, writings, or any other such material produced or received in
the course of employment shall be returned to EMPLOYER.
II. Termination upon Change in Control.. EMPLOYEE shall be entitled to
additional payments, as set forth herein, in the event of a Change in
Control of EMPLOYER.
A. Change in Control Definition. Change in Control shall mean any of
the following events
1. The sale or other disposition by EMPLOYER of all or substantially
all of its assets to a single purchaser or to a group of purchasers, other
than to a corporation with respect to which, following such sale or
disposition, more than eighty percent (80%) of the then outstanding shares
of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors
is then owned beneficially, directly or indirectly, by all or substantially
all of the individuals who were the beneficial owners of the outstanding
shares of EMPLOYER's common stock and voting securities immediately prior
to such sale or disposition; or
2. The acquisition in one or more transactions by any person or group,
directly or indirectly, of beneficial ownership of twenty-five percent
(25%) or more of the outstanding shares of the combined voting power of the
then outstanding voting securities of EMPLOYER entitled to vote generally
in the election of directors, Provided, however, that for this purpose
acquisition of such a share by an employee benefit plan of EMPLOYER or a
subsidiary or affiliate of EMPLOYER or a present significant shareholder
(i.e., shareholder whose current holdings exceed 5% of the outstanding
stock) of EMPLOYER shall not constitute a Change of Control; or
3. The reorganization, merger or consolidation of EMPLOYER into or
with another person or entity, by which reorganization, merger or
consolidation the shareholders of EMPLOYER receive less than fifty percent
(50%) of the outstanding voting shares of the new or continuing
corporation.
4. For the purpose of paragraph II and its subparts, merger, sale or
acquisition of EMPLOYER by or with any other company controlled by EMPLOYER
or any of its subsidiaries shall not constitute Change of Control.
B. Good Cause Termination. In the event of a Change of Control, for a
period of six months thereafter, the EMPLOYEE may terminate this Agreement
for Good Cause.
1. Good Cause. Good Cause shall be defined as
a) Geographic Reassignment. The relocation of the EMPLOYEE to a
location more than 40 miles from his/her current base or residence, except
for required travel on EMPLOYER's business to an extent substantially
consistent with the EMPLOYEE's business travel obligations immediately
prior to a Change in Control.
b) Reduction in Base Salary. A reduction greater than one-third (1/3)
in the base salary of EMPLOYEE as in effect at the time of the Change in
Control.
2. Effect of Good Cause Termination. In the event of a termination by
the EMPLOYEE for Good Cause, EMPLOYEE shall be entitled to the same
benefits as if the EMPLOYEE had been involuntarily terminated without
cause.
THE JPM COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Signature)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Exec VP and General Counsel
Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Witness: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date: 18 August 2000