Exhibit 10m
January 1, 2000
Xx. Xxxxx X. Xxxxxxxx
Dear Xxxxx:
This Letter Agreement amends and supplements the Change in Control Agreement
dated November 17, 1995 ("Agreement") between Xxxxxxx Corporation and you, and
the Letter Agreement subsequently entered into between the Company and you dated
January 12, 1998 (the "Prior Letter Agreement"). The Prior Letter Agreement was
entered into because of Xxxxxxx'x desire that you continue your employment with
Xxxxxxx for an appropriate transition period following the spin-offs of Hussmann
and Midas to the shareholders of Xxxxxxx (the "spin-offs"), which transition
period was to continue through December 31, 1999.
Based on events as they have transpired subsequent to the spin-offs, Xxxxxxx
desires that you continue your employment for an extended transition period
through December 31, 2000, and we hereby agree as follows:
1. Xxxxxxx acknowledges that the spin-offs, which took place on January 30,
1998, constituted a "Change in Control" as defined in the Agreement, and
that thereafter you have "Good Reason" to terminate your employment with
Xxxxxxx and to receive the severance compensation provided for in Section
4(b) of the Agreement. You are fully and irrevocably vested in such
severance compensation, a portion of which shall be paid to you in January,
2000 in accordance with the Prior Letter Agreement (Exhibit A). Certain
amounts included in such severance compensation e.g. accrued vacation and
Retirement and Pension Benefits cannot be determined until your termination
of employment actually occurs.
You shall be entitled to receive such additional compensation and receive
all other benefits and shall have all other rights provided for you under
the Agreement and the Prior Letter Agreement when your employment with
Xxxxxxx terminates, regardless of when that occurs.
2. You shall be a participant in the year 2000 annual Management Incentive
Compensation Plan and Long Term Compensation Plan applicable to
Xxxxxxx/Pepsi General executives and shall be entitled to receive a cash
award at the "Target" level under each such plan. Such amounts shall be
paid to you in January, 2001.
3. You agree that you will remain in the employment of Xxxxxxx as Chairman and
Chief Executive Officer or such other position as may be mutually agreed,
through December 31, 2000 without any increase in your current salary.
However, this shall not be construed as an employment agreement, and
Xxxxxxx may terminate your employment at any time as provided in the
Agreement, provided, however, that in the event that your employment is
terminated involuntarily prior to December 31, 2000, you shall be entitled
to receive:
a. The balance of your base salary, auto allowance and all other
compensation and benefits (including medical benefits) to which you
were entitled prior to your termination, such amounts to be paid and
such benefits accrued for your benefit not less than twice monthly
from the date of your termination through December 31, 2000, and;
b. A cash award at the "Target" level under the annual Management
Incentive Compensation Plan and the Long Term Compensation Plan
applicable to Xxxxxxx/Pepsi General executives for the full year 2000;
such amounts to be paid to you as provided in paragraph 2 above.
4. The Agreement and the Prior Letter Agreement provide for the continuation
of company-paid medical benefits and life insurance benefits for a period
of three years after termination of employment. Under this agreement, the
three-year period for continuation of such benefits shall begin January 1,
2001, notwithstanding termination of employment prior to December 31, 2000
for any reason.
5. Upon your termination of employment all Xxxxxxx stock options then held by
you shall be exercisable in full, and to the extent not previously
exercised, each such option shall remain exercisable for the remainder of
the original term of such options, provided, however, the provisions of
this paragraph shall not apply in the event you voluntarily terminate your
employment prior to the date set forth in paragraph 3 hereof without the
written consent of Xxxxxxx.
6. In the event of your death while you are still employed by Xxxxxxx, the
severance compensation payable to you under the Agreement, and the Prior
Letter Agreement, as amended and supplemented hereby, shall be paid to your
executors, heirs or personal representatives.
7. In the event of your death while you are still employed by Xxxxxxx or in
the event of your death after termination of your employment by Xxxxxxx,
your executors, heirs or personal representatives shall have the right to
exercise all Xxxxxxx stock options then held by you and not previously
exercised. Each such option shall remain exercisable by your executors,
heirs, or personal representatives for the remainder of the original term
of such option notwithstanding the limitation on exercise of such option by
your executors, heirs, or personal representatives contained in the
respective option agreements.
8. You acknowledge that Xxxxxxx corporate office employees may at some point
be transferred to the payroll of Xxxxxxx'x subsidiary, Pepsi-Cola General
Bottlers, Inc. ("Pepsi General"). To the extent any payments to you under
the Agreement and the Prior Letter Agreement as amended and supplemented
hereby, are made by Pepsi General, then Xxxxxxx shall be relieved of such
obligations.
This Letter Agreement shall become effective as of January 1, 2000. If you are
in agreement with the foregoing, please sign both copies hereof in the space
provided below and return one copy to Xxxxxxx.
Very truly yours,
Xxxxxxx Corporation Accepted and Agreed:
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxx, Chairman Xxxxx X. Xxxxxxxx
Management Resources and
Compensation Committee
