EXHIBIT 10.19
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 4 dated as of June
30, 2001, between ▇▇▇▇▇ PLASTICS
CORPORATION, a Delaware corporation (the
"Corporation"), and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the
"Executive").
Reference is made to the Employment Agreement dated as of
December 24, 1990, (as amended by Amendment No. 1 dated as of January 1, 1993,
and Amendment No. 2 dated as of November 30, 1995, and Amendment No. 3 dated as
of June 30, 1996, the "Employment Agreement"), between the Corporation and the
Executive. The Corporation and the Executive desire to extend the term of the
Employment Agreement. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Employment
Agreement.
Accordingly, in consideration of the mutual covenants and
premises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Term. Section 2 of the Employment Agreement is hereby amended to
read in its entirety as follows:
"Subject to earlier termination as provided herein,
the employment of the Executive hereunder shall commence on the date
hereof (the "Effective Date"), and terminate on January 1, 2007 (the
"Expiration Date"). Such period of employment is hereinafter referred
to as the "Employment Period."
2. Termination of Employment Following a Change of Control. The
Employment Agreement is hereby amended by adding a new Section 12A which reads
in its entirety as follows:
"12A. Effect of Termination of Employment Following a
Change of Control. In the Event of a Termination of Employment
occurring after the consummation of a Change of Control (as hereinafter
defined) which termination is pursuant to a Termination Without Cause
or a Resignation for Good Reason (as defined in paragraph (d) below),
neither the Executive nor his estate or beneficiaries shall have any
further rights or claims against the Corporation under this Agreement
except the right to receive:
(a) the portion of the Base Salary which accrued with
respect to the period prior to the Termination Date but which remained
unpaid as of the Termination Date;
(b) the aggregate amount of Reimbursable Expenses
which were incurred prior to the Termination Date but which
were not reimbursed by the Corporation as provided in Section
5(d) prior to the Termination Date;
(c) as severance compensation:
(i) an amount equal to the greater of (A)
the Executive's Base Salary (as of the Termination
Date) to be paid until the later to occur of (x) the
second anniversary of the date upon which the Change
of Control occurred, and (y) the first anniversary of
the Termination Date, or (B) 1/12th of one-year's
Base Salary (as of the Termination Date) for each
year (not to exceed 30 years in the aggregate) that
the Executive was employed by the Corporation (and
its predecessors-in-interest); the amount referred to
in clause (A) or (B), as the case may be, to be
payable at the same times at which and in the same
manner in which the Base Salary was paid prior to the
termination; and
(ii) the pro-rata portion of the applicable
bonus provided for in Section 5(b);
(d) For purposes of this Section 12A, the following
definitions shall apply:
"Change of Control" means (i) the sale of all or
substantially all of the assets of the Corporation or BPC
Holding Corporation ("BPC"), (ii) a sale of more than 50% of
the outstanding voting shares of the Corporation or BPC in a
non-public sale to persons who are not affiliates of the
shareholders of BPC prior to the closing, or (iii) any merger
or consolidation of the Corporation or BPC immediately after
which a majority of the outstanding voting shares of the
surviving entity are not held by persons who held a majority
of such shares of BPC immediately prior to such transaction.
"Resignation for Good Reason" means the Executive's
resignation after the date in which a Change of Control has
occurred as a result of Executive's reassignment to an office
location greater than 25 miles from the office location
Executive utilized as of the date on which a Change of Control
occurred."
3. Key Person Life Insurance. The Employment Agreement is hereby
amended by deleting Section 24 in its entirety and replacing it with the
following:
"Section 24. [Intentionally Omitted]"
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4. Notices. Section 16 of the Employment Agreement is hereby amended by
deleting the information relating to ▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP and
replacing it with the following:
"▇'▇▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇"
5. Effect of Amendment. Except as expressly amended hereby, the
Employment Agreement shall remain in full force and effect and unchanged.
6. Counterparts. This Amendment No. 4 may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have hereunto set their hands
as of the date first written above.
▇▇▇▇▇ PLASTICS CORPORATION
By:____________________________________
▇▇▇ ▇. Boots
President and Chief Executive Officer
____________________________________
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇