EMPLOYMENT CONTRACT ADDENDUM
XXXX X. XXXXXXX
Recitals:
1. Xxxx X. Xxxxxxx is currently Chief Executive Officer 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 Xxxx X. Xxxxxxx 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/ Xxxxx X. Xxxxxxxxx /s/ Xxxx 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
