EXHIBIT 10.30
AMENDMENT EFFECTIVE AS OF NOVEMBER 21, 1996
TO OCTOBER 18, 1990 AGREEMENT
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This Agreement between Champion International Corporation, a New York
corporation (the "Company"), and Xxx X. Xxxxxx (the "Executive") is effective as
of November 21, 1996.
WHEREAS, the Company and the Executive entered into an Agreement dated
October 18, 1990, as amended September 19, 1991 (the "Agreement"), relating to
the employment of the Executive by the Company; and
WHEREAS, the Company and the Executive desire to amend the Agreement in
order to include certain provisions relating to the cessation of employment
under specified circumstances between September 1, 1998 and August 14, 2000;
NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
1. A new paragraph 17 is added to the Agreement as follows:
"17. Special Provisions Relating to Cessation of Employment Under Certain
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Circumstances Between September 1, 1998 and August 31, 1999
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(a) Termination Payments
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If the Executive's full-time employment with the Company ceases as the
result of his voluntary separation from service at any time during the period
from and including September 1, 1998 to and including August 31, 1999 (the
"First Special Period"), then, subject to compliance by the Executive with
paragraphs 3 and 19, the following provisions of this subparagraph (a) shall
apply: The Company shall pay to the Executive or, in the event of his death
following his voluntary separation from service, his beneficiary or
beneficiaries or his estate, as the case may be, a monthly sum equal to the
highest total monthly compensation (highest total of annual salary plus annual
bonus for any calendar year of employment, divided by twelve) paid to the
Executive. Such payments shall commence on the last day of the month next
following the Executive's voluntary separation from service and shall continue
until the last day of the twenty-fourth full calendar month following the
Executive's voluntary separation from service, provided, however, that such
payments shall not continue beyond the last day of the month next preceding the
month in which he shall, with his written consent, commence receiving his
retirement allowance under the Company's pension plan. (Termination payments in
the case of termination without Cause at any time, including during the First
Special Period, are provided for in paragraph 1.)
(b) Annual Bonus
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If the Executive's full-time employment with the Company ceases as the
result of his termination without Cause or his voluntary separation from service
at any time during the First Special Period, then, subject to compliance by the
Executive with paragraphs 3 and 19, the following provisions of this
subparagraph (b) shall apply: The Compensation and Stock Option Committee of
the Board of Directors of the Company (the "Compensation Committee") shall
determine the amount of annual bonus, if any, that would have been paid to the
Executive for the calendar year (i.e., 1998 or 1999) in which his employment
ceased if he had remained in the Company's employment for the entire calendar
year. If the Compensation Committee determines that such an annual bonus would
have been paid, then the Company shall pay to the Executive an amount equal to
such annual bonus multiplied by a fraction, the numerator of which is equal to
the number of days during such calendar year that he was a full-time employee of
the Company and the denominator of which is 365. Any such payment shall be made
as soon as practicable following the cessation of employment of the Executive.
Any such payment shall be in addition to termination payments made pursuant to
either paragraph 1 in the case of a termination without Cause or subparagraph
17(a) in the case of a voluntary separation from service during the First
Special Period.
(c) Notice of Cessation of Employment
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Voluntary separation from service: In order to be entitled to the payments
provided for in subparagraphs 17(a) and (b) in the case of a voluntary
separation from service, the Executive shall give written notice thereof to the
Company during the First Special Period. Such voluntary separation from service
shall be effective upon receipt of such notice by the Company.
Termination without Cause: (x) In the case of an actual termination
without Cause, as specified in subparagraph 1(b)(i), during the First Special
Period, the Executive shall not be required to give any notice to the Company in
order to be entitled to the payment provided for in subparagraph 17(b). (y)
In the case of the occurrence during the First Special Period of one or more of
the constructive-termination-without-Cause events specified in subparagraph
1(b)(ii), the Executive shall give written notice to the Company during the
First Special Period of his election to cease employment with the Company in
order to be entitled to the payment provided for in subparagraph 17(b). Such
cessation of employment shall be effective upon receipt of such notice by the
Company. Such notice also shall entitle the Executive to the applicable
payments provided for in paragraph 1 and shall be in lieu of, and shall release
the Executive from the obligation to give, sixty days' advance written notice of
his cessation of employment pursuant to subparagraph 1(b)(ii)."
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2. A new paragraph 18 is added to the Agreement as follows:
"18. Special Provisions Relating to Termination Without Cause Between
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September 1, 1999 and August 14, 2000
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(a) Stock Award
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If the Executive's full-time employment with the Company ceases as the
result of his termination without Cause at any time during the period from and
including September 1, 1999 to and including August 14, 2000 (the "Second
Special Period"), then, subject to compliance by the Executive with paragraphs 3
and 19, the following provisions of this subparagraph (a) shall apply: The
Company shall award 6,000 shares of the Common Stock of the Company to the
Executive as soon as practicable following the termination without Cause of the
Executive, subject to subparagraph 18(d). Such award shall be in addition to
termination payments made pursuant to paragraph 1.
(b) Adjustments
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The number of shares provided in subparagraph 18(a) shall be subject to
adjustment in accordance with the anti-dilution provisions of the agreement
between the Executive and the Company (the "Stock Award Contract") relating to
the award of an aggregate of 40,000 shares of the Common Stock of the Company to
the Executive in installments if the Executive is employed by the Company on
August 15, 1998, August 15, 2000 and August 15, 2002.
(c) Notice of Cessation of Employment
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In the case of an actual termination without Cause, as specified in
subparagraph 1(b)(i), during the Second Special Period, the Executive shall not
be required to give any notice to the Company in order to be entitled to the
stock award provided for in subparagraph 18(a).
In the case of the occurrence during the Second Special Period of one or
more of the constructive-termination-without-Cause events specified in sub-
paragraph 1(b)(ii), the Executive shall give written notice to the Company
during the Second Special Period of his election to cease employment with the
Company in order to be entitled to the stock award provided for in subparagraph
18(a). Such cessation of employment shall be effective upon receipt of such
notice by the Company. Such notice also shall entitle the Executive to the
applicable payments provided for in paragraph 1 and shall be in lieu of, and
shall release the Executive from the obligation to give, sixty days' advance
written notice of his cessation of employment pursuant to subparagraph 1(b)(ii).
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(d) Taxes
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Promptly after the Executive becomes entitled to the stock award provided
for in subparagraph 18(a), the Company shall notify the Executive of the amount
which it is required to withhold for federal, state, local and other taxes in
respect of the award. The Executive shall have the right to direct the Company
to withhold a portion of the shares to which he is entitled pursuant to
subparagraph 18(a) in satisfaction of his tax obligations in respect of the
award. In the absence of such a direction from the Executive, the Company shall
not be required to issue shares pursuant to subparagraph 18(a) until it has
received from the Executive an amount in cash equal to the amount which it has
notified the Executive is required to be withheld in respect of the award.
(e) Stock Award Contract
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Nothing herein shall be deemed to modify in any way the terms of the Stock
Award Contract. The termination without Cause of the Executive during the
Second Special Period shall entitle the Executive to the stock award provided
for in subparagraph 18(a), but shall not entitle the Executive to any award
pursuant to the Stock Award Contract."
3. A new paragraph 19 is added to the Agreement as follows:
"19. Provisions Relating to Benefits Under Paragraphs 17 and 18
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(a) Competition
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By accepting the payments provided for in subparagraph 17(a) or (b) or the
stock award provided for in subparagraph 18(a), the Executive will be deemed to
have agreed that he shall not engage in any competition with any of the
businesses in which the Company or its subsidiaries or affiliates may be engaged
at the time of the cessation of his employment, including without limitation
entering into employment or consulting arrangements with any entity that engages
in such competition, for a period of two years after the cessation of his
employment. In such event, the provisions of this subparagraph 19(a) shall
apply and the provisions of subparagraph 3(e) shall not apply.
The Executive agrees that the Company may seek enforcement of the
provisions of this subparagraph 19(a) by injunctive or other equitable relief.
(b) Cessation of Employment Other Than as Specified in Paragraph 17
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or 18
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It is understood and agreed that the provisions of paragraph 17 shall
apply only to the cessation of the Executive's employment under the
circumstances specified therein during the First Special Period. Such
provisions shall not apply to the cessation of the Executive's employment under
any other circumstances during
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the First Special Period or under any circumstances before or after the First
Special Period.
It is understood and agreed that the provisions of paragraph 18 shall apply
only to the termination without Cause of the Executive's employment during the
Second Special Period. Such provisions shall not apply to the cessation of the
Executive's employment under any other circumstances during the Second Special
Period or under any circumstances before or after the Second Special Period."
4. Subparagraph 1(a)(v) is amended to add the words "or subparagraph 17(a)
below" immediately after the words "under subparagraph 1(a)(i) above" at both
places in which the words "under subparagraph 1(a)(i) above" appear.
5. Subparagraph 1(b)(ii) is amended to add the words ", subject to
subparagraphs 17(c) and 18(c)," immediately after the words "provided that".
6. Paragraph 2 is amended to add the words "or subparagraph 17(a) below"
immediately after the words "described in paragraph 1 above".
7. The Agreement, as amended by this amendment, shall be governed by and
construed in accordance with the laws of the State of New York.
8. The Company and the Executive understand and agree that all references
in the Agreement to the provisions thereof that are amended hereby shall be
deemed to be references to such provisions as amended hereby.
9. Except as amended hereby, all of the terms and conditions set forth in
the Agreement shall continue in full force and effect without change.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed
and its seal to be affixed hereto, and the Executive has executed this
amendment, all as of November 21, 1996.
Champion International Corporation
By /s/ R. E. Xxxxx
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Chairman of the Board of Directors
ATTEST:
/s/ Xxxxxxxx X. Xxx
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Vice President and Secretary
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
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