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 PIEDMONT
LABORATORIES, INC. (hereafter the "Company") and XXXXXX X. XXXXXXXXX
(hereafter "Employee").
WHEREAS, the Company and Employee have previously entered into an
Employment Agreement (hereafter, the "Agreement") dated September 30, 1996,
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 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 resign as an employee and will no longer
serve in the capacity of President of the Company or as Vice Chairman
of the Board of Directors of Outsourcing Services Group, Inc. ("OSG",
also the "Parent"). Company agrees not to exercise its call rights
with respect to Employee's shares under Company's Stockholder's
Agreement dated June 30, 1997, as amended, as a result of such
resignation.
2. Notwithstanding the provisions of paragraph 1, Employee will continue
to serve as a member of the Board of Directors of the Company and the
Parent, and 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 periods after September 30, 1998, for as long as
Employee continues to hold at least thirty-three percent (33%) of the
101,187 shares of Company Stock he now owns.
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 at the rate of $200,000 per annum through
September 30, 1998, for a total payment of $150,000. 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 medical, life insurance, and automobile
benefits described at Section 3.04 of the Agreement for the remainder
of the original employment term provided in the Agreement. At the
termination of the original employment term under the Agreement,
Employee's medical benefits may be continued at Employee's expense so
long as Employee serves as a director of the Parent.
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
material 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 additional compensation from the Company.
6. Upon the effectiveness of this Amendment, Company shall transfer to
employee the membership rights in the Golf Club of Georgia.
7. 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 (XXXXXXXXX)]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on
the day and year first above written.
"Company"
PIEDMONT LABORATORIES, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Its: Chief Financial Officer
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"Employee"
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
