EX 10.16
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of
September 13, 1999, is between FIELD GROUP PUBLIC LIMITED COMPANY
(registered in England No. 2586987) (the "Company"), CHESAPEAKE
CORPORATION, a Virginia corporation ("Chesapeake") and XXXXX
XXXXXXXXX (the "Director").
WHEREAS, the Company, Chesapeake and the Director entered
into an employment agreement (the "Agreement") dated March 31,
1997, providing for the terms and conditions of the Director's
service as the Company's chief Executive; and
WHEREAS, Chesapeake has approved the terms of agreements
with selected officers of Chesapeake to provide certain
assurances to the officers regarding the terms applicable to
certain terminations of the officers' service and to provide
certain assurances to Chesapeake regarding the officers' conduct
during the term of the agreements and following the officers'
termination of service; and
WHEREAS, the Company, Chesapeake and the Director desire to
amend the Agreement to more nearly conform to the terms of the
agreements between Chesapeake and other officers of Chesapeake;
and
WHEREAS, the Director agrees to an extension of his covenant
not to solicit customers or employees of the Company or any
Associated Company following certain terminations of his
employment in consideration for the assurances provided to the
Director by the Company and Chesapeake;
NOW THEREFORE, the Agreement is hereby amended in the
following respects:
FIRST: The second sentence of clause 2(A) of the
Agreement is amended to read as follows:
The Company may give the Director not less than 36
months' notice in writing of by payment of 36 months'
salary and other contractual benefits in lieu thereof at
any time and the Director may give to the Company not
less than 12 months' notice in writing at any time or, in
accordance with clause 23, may resign for Good Reason (as
defined in clause 23).
SECOND: The first sentence of clause 12 of the Agreement
is amended by adding the following provision after the
words "one year after termination of his employment":
(or 13 months after termination of employment if the
Director's employment is terminated after a Change in
Control (as defined in clause 23) for a reason other than
as enumerated under clause 17)
THIRD: The Agreement is amended by adding clause 23 to
read as follows:
23. Special Severance Benefits
(A) The Director shall be entitled to receive the
severance and welfare benefits described in this clause 23
if, during the term of appointment described in clause 2,
(x) there is a Change in Control and the Director terminates
his employment with the Company, each Chesapeake Company and
each Associated Company and their successors thereafter with
Good Reason or (y) there is a sale or other divestiture of
the Company or substantially all of its assets by Chesapeake
and the Director terminates his employment with the Company,
Chesapeake, each Chesapeake Company and each Associated
Company and their successors thereafter with Good Reason.
(i) The severance benefit payable under
clause 23 is an amount equal to the sum of (x)
three times the Director's annual base salary
(as in effect on the date the Director ceases
to be employed by the Company, Chesapeake, each
Chesapeake Company and each Associated Company
and their successors or, if greater, the
highest annual rate of base salary as in effect
during the twelve months preceding such
cessation of employment) and (y) three times
the Director's annual incentive plan target for
the year in which the Director ceases to be
employed by the Company, Chesapeake, each
Chesapeake Company and each Associated Company
and their successors or, if greater, the year
preceding such cessation of employment. The
severance benefit described in the preceding
sentence shall be reduced by the amount of any
severance benefit payable to the Director under
the Chesapeake Corporation Salaried Employees'
Benefits Continuation Plan. The severance
benefit payable under this clause 23, less
applicable taxes and other authorized
deductions, shall be paid in a single sum as
soon as practicable following the Director's
cessation of employment with the Company,
Chesapeake, each Chesapeake Company and each
Associated Company and their successors.
(ii) The welfare benefits provided under
this clause 23 are continued coverage of the
Director and the Director's eligible dependents
under all life, disability, medical and dental
benefit plans and programs in which the
Director participates immediately prior to the
Director's date of termination on such terms as
are then in effect. In the event that the
continued coverage of the Director or the
Director's eligible dependents in any such plan
or program is barred by its terms, the Company
shall arrange to provide the Director and the
Director's eligible dependents with benefits
substantially similar to those to which they
are entitled to receive under such plans or
programs. The continued coverage provided
under this clause 23 shall continue until the
earlier of (x) the third anniversary of the
Director's cessation of service to the Company,
Chesapeake, each Chesapeake Company and each
Associated Company and their successors and (y)
the date that the Director is eligible for
similar coverage under another employer's plan.
(B) The term "Change in Control" has the same
meaning, as of any applicable date, as set forth in the
Chesapeake Corporation Benefits Plan Trust (as in effect
on such date).
(C) The term "Good Reason" means (x) a material
reduction in the Director's duties or responsibilities;
(y) the failure by the Company or its successors to
permit the Director to exercise such responsibilities as
are consistent with the Director's position; (z) a
requirement that the Director relocate his principal
place of employment to a location that is at least fifty
miles farther from his principal residence than was his
former principal place of employment; (x) the failure by
the Company or its successor to award the Director annual
incentive, long-term incentive or stock option
opportunities consistent with those provided to similarly
situated executives and (y) the failure by the Company or
its successor to make a payment when due to the Director.
Except as provided above, the terms of the Agreement,
effective March 31, 1997, shall remain in effect.
IN WITNESS WHEREOF, the Company and Chesapeake have cause
this First Amendment to Employment Agreement to be duly executed
on their behalf and the Director has duly executed this First
Amendment to Employment Agreement, all as of the date first above
written.
SIGNED by Xxxxxx X. Xxxxxxx ) /s/ Xxxxxx X. Xxxxxxx
on behalf of the Company )
in the presence of: ) /s/ Xxxxxx X. Xxxxx
SIGNED by Xxxxxx X. Xxxxxxx ) /s/ Xxxxxx X. Xxxxxxx
on behalf of Chesapeake )
in the presence of: ) /s/ Xxxxxx X. Xxxxx
SIGNED by the Director ) /s/ Xxxxx Xxxxxxxxx
in the presence of: ) /s/ Xxxxxx Xxxxx
