ADDENDUM
EMPLOYMENT CONTRACT BETWEEN
XXXX X. XXXXX (EMPLOYEE)
and
THE JPM COMPANY (EMPLOYER)
Recitals:
1. Employee is currently employed by Employer, under an employment
contract dated the 7th day of August, 2000.
2. Employee and Employer wish to amend the employment contract to include
the additional terms set forth below.
3. All other terms and conditions of the original employment agreement
shall remain in full force and effect.
Agreement:
I. Effect of Change of Control. In the event of a Change of Control of
EMPLOYER, the following additional provisions shall apply.
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 I 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 by EMPLOYER in the base
salary 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/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
(Signature)
Name: Xxxxx X. Xxxxxxxxx
Title: Exec VP and General Counsel
Attest: /s/ Xxxxx Xxxxxxxx Witness: /s/ Xxxxx Xxxxxxxx
Date: 15 August 2000
