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EXHIBIT 4
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated as of this fourth day of June, 1999 is made by
and among JEVIC TRANSPORTATION, INC., a New Jersey corporation (the "Company"),
YELLOW CORPORATION, a Delaware corporation ("Yellow"), and Xxxxxx X. Xxxxxxxx,
(the "Executive").
WHEREAS, Yellow and the Company are currently engaged in the
negotiation of an Agreement and Plan of Merger (the "Purchase Agreement")
pursuant to which Yellow would, through an indirect wholly owned subsidiary,
acquire all the shares of common stock of the Company; and
WHEREAS, the Boards of Directors of the Company and Yellow have
approved the employment of the Executive on the terms and conditions set forth
in this Agreement; and
WHEREAS, the Executive is willing, for the considerations provided, to
continue in the employment of the Company on the terms and conditions set forth
in this Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. Employment. The Company hereby agrees to continue to employ
the Executive, and the Executive hereby accepts such continued
employment, upon the terms and conditions set forth in this
Agreement. On and after the effective date of the merger of the
"Purchaser" (as defined in the Purchase Agreement) into the Company
contemplated by the Purchase Agreement (the "Merger Date"), Yellow
shall cause the "Surviving Corporation" as defined in the Purchase
Agreement to satisfy the Company's obligations under this Agreement;
provided, however, that Yellow shall have no obligations or
liabilities under this Agreement unless and until the Effective Date
(as defined below) occurs. On and after the Merger Date, said
Surviving Corporation shall be the "Company" for purposes of this
Agreement.
2. Term. This Agreement shall become effective on, and the term
(the "Term") of the Executive's employment under this Agreement
shall commence on, the date on which the Purchaser purchases shares
of the Company's stock pursuant to a tender offer (the "Effective
Date") and shall continue until the date of termination of the
Executive's employment with the Company.
3. Position and Duties. During the Term, the Executive shall
serve as Senior Vice President - Marketing and Sales of the
Company, and shall have such responsibilities and authority as is
commensurate with such office. The Executive shall devote
substantially all of his working time and efforts to the business
and affairs of the Company.
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4. Compensation. During the Term, the Company shall provide the
Executive with the following compensation and other benefits:
(a) Base Salary. The Company shall pay the Executive base
salary at the initial rate of $154,200 per annum, which shall
be payable in accordance with the standard payroll practices
of the Company. At no time during the Term shall the
Executive's base salary be decreased from the rate then in
effect except with the written consent of the Executive.
(b) Bonus. During the Term, the Executive shall participate
in the annual bonus program maintained for the executive
officers of the Company. The Executive's target bonus for each
fiscal year during the Term shall be no less than 30% of his
annual base salary for that year.
(c) Other Company, Benefits. During the Term, the Executive
shall be entitled to participate in, and to receive benefits
under, the benefit plans and programs that are at the
applicable time available to executives of the Company
generally and on terms and conditions that are no less
favorable than those applicable to executives of the Company
generally.
(d) Stock Options. As of the Effective Date, Yellow shall
grant to the Executive an option to purchase 20,000 shares of
common stock of Yellow with the following principal terms: (i)
an exercise price equal to the closing price of Yellow common
stock as reported by NASDAQ on June 4, 1999, (ii) vesting and
becoming exercisable at the rate of 25% on the first
anniversary of the Effective Date, 25% on the second
anniversary, 25% on the third anniversary, and the remaining
25% on the fourth anniversary, and (iii) other terms and
conditions substantially similar to stock options granted to
executives generally under Yellow's 1996 Stock Option Plan.
With respect to calendar years beginning after the Effective
Date, the Executive during the Term shall participate in
Yellow's stock option plans on terms and conditions
substantially similar to those generally applicable to
executives of Yellow and its subsidiaries.
(e) Perquisites. On and after the Effective Date, Yellow
shall cause the Company during the Term to provide to the
Executive the perquisites listed in Appendix A hereto.
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5. Right to Terminate Employment. The Company reserves the right
to terminate the Executive's employment hereunder at any time,
subject, however, to the termination procedures set forth in
Section 7 of the Amended and Restated Severance Agreement dated as
of June 4, 1999 between the Company and the Executive (the
"Severance Agreement")to the extent such procedures are then
applicable pursuant to the terms of the Severance Agreement. The
Executive reserves the right to resign from employment with the
Company at any time, subject, however, to any limitations on such
right that may then be applicable pursuant to the terms of the
Severance Agreement.
6. Relationship of this Agreement to Severance Agreement. Nothing
in this Agreement shall affect in any way the rights and
obligations of the Company and the Executive under the Severance
Agreement, except that the Executive hereby agrees to the following
modifications of the Severance Agreement, effective as of the
Effective Date:
(i) an act or failure to act constituting "Good Reason" as
described in subsection (i) of Section 15 (M) of the Severance
Agreement shall not be deemed to occur on or after the Effective
Date so long as the Executive has the title, responsibilities and
authority set forth in Section 3 of this Agreement (notwithstanding
changes in the Executive's status, responsibilities and authority
resulting from the Company's ceasing to be a separate public
company), and
(ii) an act or failure to act constituting "Good Reason" as
described in subsection (v) or (vi) of Section 15 (M) of the
Severance Agreement shall not be deemed to occur by reason of the
cessation of the Executive's participation in the Company's stock
option and other stock-based plans so long as Yellow complies with
Section 4 (d) of this Agreement on and after the Effective Date,
and
(iii) an act or failure to act constituting "Good Reason" as
described in subsection (v) or (vi) of Section 15(M) of the
Severance Agreement shall not be deemed to occur by reason of the
limitation of the Executive's target bonus to the level provided
for in Section 4 (b) of this Agreement, and
(iv) an act or failure to act constituting "Good Reason" as
described in subsection (v) or (vi) of Section 15 (M) of the
Severance Agreement shall not be deemed to occur by reason of the
elimination or modification of any perquisites or fringe benefits
enjoyed by the Executive before the Effective Date (other than
benefits under any Company "employee benefit plan" as defined in
Section 3 (3) of the Employee Retirement Income Security Act of
1974, as amended) so long as the Company provides the perquisites
set forth in Appendix A hereto, and
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(v) Yellow's execution of this Agreement shall be deemed to fully
satisfy the Company's obligations pursuant to Section 9.1 of the
Severance Agreement.
7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the party against whom such
waiver, modification or discharge is sought to be enforced (with
such signature, in the case of the Company or Yellow, to be made by
a duly authorized officer thereof). No waiver by any party hereto
at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior
or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by any party which are not expressly set
forth in this Agreement. The validity, interpretation, and
construction of this Agreement shall be governed by the laws of the
State of New Jersey. Payments provided for hereunder shall be paid
net of withholding required under federal, state or local law and
any additional withholding to which the Executive has agreed.
IN WITNESS WHEREOF, this Agreement has been executed, as of the
date first written, on behalf of the Company by its duly authorized
officer, on behalf of Yellow by its duly authorized officer, and by
the Executive.
JEVIC TRANSPORTATION, INC
/s/ Xxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Secretary
YELLOW CORPORATION
/s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ X.X. Xxxxxxxxx III
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Secretary
EXECUTIVE
By: /s/ Xxxxxx X. Xxxxxxxx
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APPENDIX A
Under Section 4 (e) of the Employment Agreement between the Executive,
Jevic Transportation, Inc. and Yellow Corporation the following perquisites
shall be provided:
(A) Car Allowance. Executive shall be provided a car or car
allowance at least equal to that provided under Jevic
Transportation, Inc.'s policy dated March 5, 1996.
(B) Vacation. Executive will be entitled to annual vacation at
least equal to that currently provided as an employee of Jevic
Transportation under their current policy and practice.
(C) Supplemental Retirement Plan. Continued eligibility to
participate in Jevic Transportation's non-qualified supplemental
retirement arrangements through Fidelity Investments.
(D) Split Dollar Life Insurance. Continued participation in the
Split Dollar Life Insurance Program currently provided as an
Executive of Jevic.
(E) Financial Planning / Tax Preparation. Executive will be
entitled to an annual reimbursement of expenses in conjunction with
personal financial planning and/or income tax return preparation
not to exceed $1,500.
(F) Executive Physical. Executive will be reimbursed up to $350
annually for expenses in conjunction with a physical examination.
This benefit shall be in addition to any amounts otherwise payable
under Jevic's Medical Benefit Plan.
