AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT
THIS AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT (hereafter, the
"Amendment") is made this 31 day of December, 1997, between AEROSOL
SERVICES COMPANY, INC. (hereafter, the "Company") and XXXXXX X. XXX
(hereafter, "Employee").
WHEREAS, the Company and Employee have previously entered into an
Employment Agreement (hereafter, the "Agreement") dated February 14, 1994,
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein, acknowledged by both parties to be sufficient, the parties agree as
follows:
1. Employee's employment with the Company will terminate (the
"Termination Date") as of the close of business on the later of (i)
December 31, 1997 and (ii) the closing of OSG's acquisition of Kolmar
Laboratories, Inc., at which time Employee agrees to an early
termination and will no longer serve in the capacity of Executive
Vice President of the Company. Company will provide Employee his
current office until forty-five (45) days after the Termination Date.
2. Notwithstanding the provisions of paragraph 1, Employee will continue
to serve as a member of the Board of Directors of Company and its
Parent, Outsourcing Services Group, Inc. ("OSG"), and for periods
after February 14, 1999 will receive payment for serving as a
director in the amount of $35,000 per year or such other amount as
OSG pays "outside" directors for as long as Employee continues to
hold at least 33% of the shares of OSG Common Stock held on the date
of this Agreement.
3. Employee shall be entitled to a lump-sum payment equal to the balance
of the salary payments due to him under Section 3.01 of the
Agreement, namely salary in the amount of $358,864 per annum through
February 14, 1999, for a total payment of $403,722 plus accrued but
unused vacation. Portions of this amount at Employee's salary rate
shall be paid on normal payroll dates until the balance is paid upon
the Closing of the Company's proposed high-yield Senior Subordinated
Note offering, but in any event on or before March 31, 1998. In
addition, Employee will continue to receive the automobile and the
health insurance (which includes a life insurance benefit) benefits
described at Section 3.04 of the Agreement for the remainder of the
original employment term provided in the Agreement, i.e., until
February 14, 1999 and will receive his pro-rata share of the
Company's profit-sharing plan payment for the year ended December 31,
1997, when such amount is computed and paid in a manner consistent
with prior years. At the termination of the original employment term
under the Agreement, Employee's medical benefits may be continued
after such date at Employee's expense so long as Employee serves as
director of OSG.
4. Any and all amounts paid to Employee pursuant to Paragraph 3 above
are contingent upon Employee's compliance with the restrictive
covenants in Sections 5.01 and 5.02 of the Agreement. Upon a breach
by Employee of the covenants in either of these Sections, the
Company's obligation to pay to Employee any of the amounts in
Paragraph 3 will be extinguished.
5. The amounts paid to Employee by the Company pursuant to Paragraph 3,
above, represent the entire obligation of the Company to Employee
under the Agreement, and any amendments or supplements thereto, and
Employee has no entitlement under the Agreement, or any amendments or
supplements thereto, to seek additional compensation from the
Company.
6. Except as expressly amended herein, the Agreement is expressly
ratified and confirmed and all the covenants, agreements, terms, and
conditions thereof shall remain in full force and effect.
(Signature Page Follows)
[SIGNATURE PAGE - AMENDMENT (LIM)]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on
the day and year first above written.
"Employee"
/s/ Xxxxxx X. Xxx
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XXXXXX X. XXX
"Company"
AEROSOL SERVICES COMPANY, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Its: Chief Financial Officer
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