EXHIBIT 10.20
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 3 dated as of June
30, 2001, between XXXXX PLASTICS
CORPORATION, a Delaware corporation (the
"Corporation"), and XXX X. BOOTS (the
"Executive").
Reference is made to the Employment Agreement dated as of
January 1, 1993 (as amended by Amendment No. 1 dated as of November 30, 1995,
and Amendment No. 2 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 January 1,
1993 (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 11A which reads
in its entirety as follows:
"11A. 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 11A, 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 23 in its entirety and replacing it with the
following:
"Section 23. [Intentionally Omitted]"
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4. Notices. Section 15 of the Employment Agreement is hereby amended by
deleting the information relating to X'Xxxxxxxx Graev & Karabell, LLP and
replacing it with the following:
"X'Xxxxxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. X'Xxxxx, Esq.
Telecopier: (000) 000-0000"
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. 3 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.
XXXXX PLASTICS CORPORATION
By:____________________________________
Xxxxx X. Xxxxxxxxxx
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
______________________________________
Xxx X. Boots
President and Chief Executive Officer
