ADDENDUM
EMPLOYMENT CONTRACT BETWEEN
XXXXX X. XXXXXXX (EMPLOYEE)
and
THE JPM COMPANY (EMPLOYER)
Recitals:
1. Employee is currently employed by Employer, under an employment
contract dated the 24th day of July, 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. C. Non-competition Restriction. In the event of a Change of Control
and involuntary termination of EMPLOYEE within six months of such Change of
Control, by involuntary termination without cause or by Good Cause
resignation, the non-competition restrictions of paragraph VII shall be
reduced to twelve months.
THE JPM COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxx
(Signature)
Name: Xxxxx X. Xxxxxxxxx
Title: Exec VP and General Counsel
Attest: /s/ Xxxxx Xxxxxxxx Witness: /s/ Xxxxx Xxxxxxxx
Date: 15 August 2000
