ADDENDUM
EMPLOYMENT CONTRACT BETWEEN
XXXXXX X. XXXXXX (EMPLOYEE)
and
THE JPM COMPANY (EMPLOYER)
Recitals:
1. Employee is currently employed by Employer, under an employment
contract dated the 31st day of May, 1999.
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/ Xxxxxx X. Xxxxxx
(Signature)
Name: Xxxxx X. Xxxxxxxxx
Title: Exec VP and General Counsel
Attest: /s/ Xxxxx Xxxxxxxx Witness: /s/ Xxxxxx Xxxxxxxx
Date: 18 August 2000
