AMENDMENT NO.1 TO
EXECUTIVE SEVERANCE AGREEMENT
THIS AMENDMENT NO. 1 to the Executive Severance Agreement dated as of
February 20, 1998 ("Agreement") between JPE, Inc. ("Corporation") and Xxxxx X.
Xxxxx ("Executive") is made as of this 21st day of May, 1998.
WHEREAS, Executive is presently employed by the Corporation as President,
General Counsel and Secretary; and
WHEREAS, the Board of Directors ("Board") recognizes that Executive has
contributed significantly to the effort of selling the Corporation or all of its
businesses separately ("Sale"); and
WHEREAS, the Board wishes to compensate Executive for her contributions and
to provide adequate incentive for Executive to remain with the Corporation
through the completion of the Sale.
NOW, THEREFORE, Executive and the Corporation agree to amend the Agreement,
as follows:
1. Lines 5 and 6 of Section 2.(b)(i) are hereby amended by deleting the
words "(not including the securities beneficially owned by such Person acquired
directly from the Corporation or its affiliates) representing 25%" and inserting
in lieu thereof the words "representing 15%".
2. Section 2.(d) is hereby deleted in its entirety and replaced with the
following:
"Severance Payment Upon Change of Control. Upon completion of a Change
of Control, the Corporation shall pay Executive a bonus equal to 1.5 times
the Executive's annual base salary (the "Base Salary"), which base salary
shall not be less than Executive's annual base salary of $185,000 as of the
date of this Agreement. Further, the Corporation shall make an additional
payment to Executive of 1.49 times the Executive's Base Salary on the
earlier to occur of (i) the selling shareholders of the common stock of the
Corporation (the "Shares") receiving aggregate compensation for their
Shares as a result of the Sale, equal to at least $3.00 per share and (ii)
if at any time within the two (2) years after a Change of Control, the
Executive's employment with the Corporation (x) is terminated by the
Corporation for any reason other than her death, Permanent Disability,
voluntary retirement on or after age sixty-five (65), or Termination For
Cause, or (y) is terminated by the Executive for Good Reason (as hereafter
defined)."
3. The first sentence in Section 2.(f)(i) is hereby amended by deleting the
phrase "the Severance Payment provided in Section 2(d)" and inserting in lieu
thereof "a severance payment equal to 2.99 times the Executive's Base Salary".
4. The penultimate and last line of Section 2.(f)(ii)( C) is hereby amended
by deleting the words "or its affiliates".
For the purposes of this Amendment, defined terms shall have the same
meaning as those contained in the Agreement. Except as otherwise provided
herein, all other terms and conditions of the Agreement are unchanged by this
Amendment and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the day and year first above written.
JPE, INC.
By: /s/ Xxxx Xxxxxxxxxxxx
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Xxxx Xxxxxxxxxxxx
Chairman
EXECUTIVE
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
