Employment Agreement - Double Envelope Corp. and William C. Britts
AGREEMENT
THIS AGREEMENT, made this 5th day of April, 1983 by and between DOUBLE
ENVELOPE CORPORATION, 7702 Plantation Road, Roanoke, Virginia (hereinafter
referred to as the "Employer") and William C. Britts (hereinafter referred to as
the "Employee"),
WITNESSETH:
WHEREAS, the Employee is presently employed by the Employer as Vice
President; and
WHEREAS, the Employer acknowledges and recognizes the value of the
Employee's services; and
WHEREAS, the Employer desires to continue to employ and retain the
experience, abilities, and services of the Employee; and
WHEREAS, the Employee expresses his desire to continue to service the
Employer in the capacity above set forth; and
WHEREAS, both parties desire to embody the terms and conditions of
employment of the Employee into a written agreement (hereinafter referred to as
"Agreement").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
(1) TERM OF AGREEMENT. The Employer hereby agrees to continue to employ
the Employee on the day, month and year first written above (hereinafter
referred to as "Effective Date") and
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continuing thereafter for a period ending with the Employee's retirement
(whether early, normal, delayed or disability) under the applicable provision of
the Company's tax-qualified defined benefit pension plan (such period
hereinafter referred to as the "Employment Period"), unless this Agreement is
earlier terminated as provided for herein.
(2) EMPLOYEE'S DUTIES AND TITLE. During the Employment Period, the
Employer agrees to continue to employ the Employee in the capacity hereinabove
set forth at his current office location, or in such other capacity and/or at
such other location as may be mutually agreed to by the Employee and the
Employer. The Employee agrees to continue to serve the Employer in such
capacity with such duties, authority and responsibilities as have in the past
been assigned and as may, from time to time, reasonably be assigned to the
Employee by the Employer during the Employment Period.
(3) EMPLOYEE'S EXERTION OF BEST EFFORT. During the Employment Period, the
Employee agrees that he will continue to devote all of his working time,
attention, skill and efforts to the business affairs of the Employer and will
exert his best efforts to the promotion and development of the best interests of
the Employer. During the Employment Period the Employee will not, without the
written consent of the Board of Directors of the Employer, directly or
indirectly, for his own benefit or the benefit of any other person, individually
or with any person, firm or corporation wherever located, other than the
Employer, engage in any activities or services similar to or competitive
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with those services provided, developed or marketed by the Employer.
(4) EMPLOYEE COMPENSATION. During the Employment Period, the Employee
shall be entitled to receive from the Employer for the performance of
services a "base compensation," subject to all federal and state withholding
and taxes, payable no less frequently than monthly. Such base compensation
(hereinafter Base Compensation) shall be equal to the greater of: (a) the
annual sum of $86,000.00, or (b) such annual sum indicated in 4(a) plus any
increases in the Employee's Base Compensation as may be granted subsequent to
the effective date by the Board of Directors of the Employer. The Employer
may award the Employees bonuses from time to time, but the term Base
Compensation shall not include any bonus payment. Notwithstanding the
foregoing, Base Compensation in any year may be reduced without Employee's
consent by an amount not to exceed ten percent (10%) of the prior year's Base
Compensation, but only upon action of the Board of Directors reducing by the
same or greater percentage the Base Compensation of all management employees
who are then parties to written employment agreements with the Employer.
During the Employment Period, the Employer shall also be eligible to
participate in any plan or annual incentive compensation which shall be deemed
appropriate by the Board of Directors of the Employer.
(5) EMPLOYEE'S EMPLOYEE BENEFITS. The Employer agrees that nothing
contained herein is intended or shall be deemed to be granted to the Employee in
lieu of any rights and privileges
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which the Employee may be entitled to as an employee of the Employer (unless as
otherwise provided for) under but not limited to any retirement, life insurance,
hospital and medical, disability, vacation or other plan or plans, whether
formal or informal, which may now be in effect or which may hereafter be
adopted. It is the express intention of the parties that during the Employment
Period, the Employee shall have the same rights and privileges to participate
in such plan or plans as any other similarly situated employee of the Employer:
provided, however, that during the Employment Period (and thereafter where
applicable), the Employer shall in no event provide the Employee with less than
the benefits identified with this Section (including payment of the cost of such
benefits by the Employer) provided as of the Effective Date, or their
substantial equivalent; regardless of the manner in which such benefits may be
subsequently funded. The terms of such current benefits, which are identified
specifically under the attached Addendum to this Agreement, are hereby
incorporated within this Agreement by specific reference thereto.
(a) Hospital, medical and surgical benefits provided by the Employer
(including the Employee's spouse) identified by reference to item (a) of the
attached Addendum.
(b) Basic group term life insurance coverage, in accordance with item (b)
of the attached Addendum. The beneficiary designation shall, in all events, be
controlled by the Employee for purposes of such benefits.
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(c) Sickness and/or disability benefits payable from the first day of each
such sickness or disability for its duration. Such benefits shall be determined
on the basis of the Employee's Base Compensation, determined in accordance with
Section 4 above, as of the date of each such sickness or disability, shall be
subject to federal and state withholding and taxes, if required, and shall be
payable no less frequently than monthly on the following scheduled basis:
(1) 100% of Base Compensation for the first twenty-four (24) months of
each such sickness or disability; thereafter,
(2) 90% of Base Compensation for the next twelve (12) months of such
sickness or disability; thereafter,
(3) 85% of Base Compensation during each such sickness or disability until
the attainment of age 65; and, thereafter,
(4) 75% of Base Compensation payable until the earlier of (i) the
cessation of each such sickness or disability, or, (ii) the date of
the Employee's death.
The total amount of sickness and disability benefits payable described
above shall be in lieu of Base Compensation and shall include those benefits
provided pursuant to the Employer's short-term disability plan (item (c) of the
attached Addendum), group long-term disability insurance plan (item (d) of the
attached Addendum), the Employer's tax qualified defined benefit pension plan
(item (e) of the attached Addendum), primary and family Social Security, Workers
Compensation, and any other disability benefits provided the Employee as a
result of his employment. In no event, however, shall benefits payable, as a
result of the
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Employee's sickness or disability, from the Employer's tax qualified profit
sharing plan (item (f) of the attached Addendum) be considered for purposes of
this Section.
For purposes of this Section, sickness or disability shall be defined to
mean a physical or mental condition which prevents the Employee from performing
each of his customary managerial duties or any similar duties for the Employer.
The determination of sickness or disability shall be made from time to time as
necessary by the Employer's Board of Directors, whose determination shall be
binding, upon advice of a physician or physicians of the Employer's choosing.
(d) Pension benefits as provided the Employee under the Employer's tax-
qualified defined benefit pension plan (item (e) of the attached Addendum).
(e) Profit-sharing benefits as provided the Employee under the Employer's
tax-qualified profit sharing plan (item (f) of the attached Addendum).
(f) Survivor income benefits, payable to the Employee's spouse in the event
of the Employee's death during the Employment Period, equal to fifty percent
(50%) of the Employee's Base Compensation, as determined in accordance with
section 4 above, in effect at the date of his death, for a period of one (1)
year following his death. Such survivor income benefits shall be payable no
less frequently than monthly and shall be deemed to be in addition to any other
survivor benefits enumerated under this Section 5.
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(g) No less than five weeks of paid vacation annually.
(h) All perquisites afforded the Employee by the Employer not
otherwise enumerated above, specifically to include (but not be limited to)
the right to purchase any automobile provided to the Employee during his
Employment Period by the Employer for the Employer's book value of such
automobile at the time of the Employee's exercise of such right of
purchase.
(6) TERMINATION OF EMPLOYMENT BY EMPLOYER. The Employer shall not
terminate the employment of the Employee without cause. If the Employer
terminates the Employee's employment for any reason except termination without
cause, its obligations under this Agreement shall thereupon immediately cease
and this Agreement shall be deemed terminated; provided, however, in the case of
termination under circumstances described in (d) of this section 6, benefits and
rights under the Incentive Supplemental Retirement Plan as specified in this
Agreement shall not be terminated, and provided further, that termination
hereunder shall have no effect upon any right, title or interest which the
Employee may have under any benefit plan or program of the Employer existing
independent of this Agreement. As used herein, the term "termination without
cause" shall mean termination of employment by the Employer for any reason
except (a) misappropriating any funds or property due the Employer or,
(b) attempting to obtain any personal profit from any transactions in which the
Employee has an interest which is adverse to the
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interest of the Employer unless the Employee shall have first obtained the
consent of the Board of Directors of the Employer, (c) unreasonable and willful
neglect or refusal to perform the duties assigned to the Employee as of the
Effective Date and any other duties that may be thereafter assigned with the
mutual consent of the parties to this Agreement from time to time, or (d) the
disposition of all or substantially all of the assets of the Employer to one or
more persons or entities and the failure of such persons or entities to assume
or succeed to the Employer's obligations hereunder expressly or by operation of
law.
(7) TERMINATION OF EMPLOYMENT BY EMPLOYEE. If the Employee terminates his
employment during the Employment Period, all of the Employer's obligations and
the Employee's rights arising hereunder, including specifically and without
limitation rights to benefits under the Incentive Supplemental Retirement Plan,
shall terminate. Notwithstanding the foregoing, if the Employee terminates his
employment by reason of sickness or disability as determined under Section 5(c),
Employee shall be entitled to sickness or disability benefits as provided in
Section 5(c). The Employee shall give the Employer's Board of Directors 180
days advance written notice of his termination of employment.
(8) EMPLOYER'S TRADE SECRETS. The Employee covenants that during the
Employment Period and thereafter, the Employee will not, other than as required
in the regular discharge of his duties, disclose to any person, firm,
corporation, association, or other entity any business or confidential
information concerning or related to the Employer or its business including
without limitation customer lists,
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contracts, financial cost, or sales data, formulas, processes, or devices,
supply sources, plans, models, or business opportunities.
(9) INCENTIVE SUPPLEMENTAL RETIREMENT PLAN. The Employee has been
designated by the Employer's Board of Directors as a Participant in the
Employer's Incentive Supplemental Retirement Plan (the "Plan") in force as of
the date hereof, a copy of which is attached hereto as Exhibit 1. All of the
terms, covenants and conditions of the Plan are hereby incorporated into this
Agreement as if set out herein in their entirety, and the Employer and the
Employee agree to be bound by all such terms, covenants and conditions
notwithstanding the termination of the Employer's obligations under this
Agreement. Benefits under the Plan shall be as follows:
(a) CASH BENEFITS: The percentage factor to be applied to the
Employee's Base Compensation, as defined in the Plan, for purposes of
determining the cash benefits payable to the Employee under Article V of
the Plan is 50%, if the Employee's Date of Eligibility, as defined in the
Plan, occurs before the date the Employee attains the age of sixty (60)
years, and shall be 65% if the Employee's Date of Eligibility occurs on or
after the date the Employee attains the age of sixty (60) years. Cash
benefits shall be payable until the soonest to occur of (i) Employee's
death, (ii) Employee reaching age 75, or (iii) the date 10 years from
Employee's Date of Eligibility.
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(b) IN-KIND BENEFITS. The in-kind benefits payable to the Employee
under Article VI of the Plan are set out in Exhibit 2 to this Agreement.
(10) DEFAULT. The Employer and the Employee acknowledge that a default
under this Agreement would cause irreparable injury to the non-defaulting party
for which injunctive relief is an appropriate remedy, although neither party
shall be prohibited from pursuing any and all remedies available at law or in
equity. Waiver of any default shall not be deemed to be waiver of any
subsequent or other default.
(11) NON-ALIENATION. It is agreed that neither the Employee nor any
beneficiary shall have any right to commute, sell, assign, transfer, or
otherwise convey the right to receive any payment hereunder, which payments and
the right thereto are expressly declared to be non-assignable and non-
transferable, and in the event of any attempted assignment or transfer the
Employer shall have no further liability hereunder.
(12) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto, their heirs, executors, administrators, successors and assigns.
(13) EMPLOYER ASSIGNMENT. This Agreement shall not be assignable by the
Employer, except upon the merger, consolidation or sale of substantially all of
the Employer's assets, and in such event only if the surviving, resulting, or
transferee entity assumes or succeeds to the Employer's obligations hereunder
expressly or by operation of law, whereupon Employer shall be discharged of all
liability hereunder.
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(14) ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in the
City of Roanoke, State of Virginia, in accordance with the rules then obtaining
of the American Arbitration Association. The decision of the arbitrator shall
be final and binding and judgment upon the award rendered may be entered in any
court having jurisdiction thereof. The expense of arbitration shall be shared
equally by both parties.
(15) ENTIRE AGREEMENT AND AMENDMENT. This Agreement expresses the entire
agreement of the parties, and all promises, representations, understandings,
arrangements and prior agreements are merged herein and made a part hereof as
modified hereby. This Agreement may not be amended orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.
(16) GOVERNING LAW, SEVERABILITY. This Agreement having been executed and
delivered in the Commonwealth of Virginia, its validity, interpretation,
performance and enforcement shall be governed by the laws of that state. If any
provision herein shall be determined to be invalid or unenforceable by any court
of competent jurisdiction, such determination shall not affect the validity or
enforceability of the other provisions herein.
IN WITNESS WHEREOF, the Employee has affixed his signature, and the
Employer has caused this Agreement to be executed and its
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seal to be affixed by its duly authorized officers thereunto as of the day and
year first written above.
DOUBLE ENVELOPE CORPORATION
By: /s/ Fred G Tucker, Jr.
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Its: /s/ President
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(SEAL)
ATTEST:
By: /s/ M Caldwell Butler
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/s/ its secretary
EMPLOYEE
/s/ Walter C. Britts
--------------------------------
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ADDENDUM
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Pursuant to the applicable provisions of Section 5 of the Agreement between the
Employer and the Employee, the following serves to identify the employee benefit
plans in effect as of the Effective Date of this Agreement to which references
have been made.
Current Current
Employee Current Contract Contract/PL
Benefit Plan Underwriter Number Effective Date
------------ ----------- -------- --------------
a. Double Envelope Corporation Blue Cross/Blue Shield January 1, 1976
Hospital Expense Plan of Southwestern Virginia 04126 Effective Date
Executive Medical
Reimbursement Plan Health Service, Inc. EMR-00033 January 1, 1980
b. Double Envelope Corporation Transamerica Occidental
Group Life Insurance Plan Insurance Company 23027 March 1, 1982
Retired Lives Reserve G-0661
Program First Colony Life (Master
Trust) March 15, 1982
c. Employees' Income Protection January 1, 1976
Plan of Double Envelope Restated
Corporation Self-Financed N/A January 1, 1979
d. Double Envelope Corporation
Salary Continuation Plan Mutual Benefit G-23468 March 1, 1979
e. Employees' Retirement Plan of January 1, 1966
Double Envelope Corporation Self-funded N/A Restated
January 1, 1978
f. Employees' Profit Sharing January 1, 1953
Plan of Double Envelope Restated
Corporation Self-funded N/A January 1, 1978
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EXHIBIT I
DOUBLE ENVELOPE CORPORATION
INCENTIVE SUPPLEMENTAL RETIREMENT PLAN
Dated February 16, 1983
Restated April 5, 1983
I. PURPOSES AND OBJECTIVES. The purposes and objectives of the Double
Envelope Corporation Incentive Supplemental Retirement Plan (the Plan) are as
follows:
a. To provide a means for the Company to reward certain selected key
management employees for the past contributions they have made to the
development, growth and profitability of the Company;
b. To induce qualified management employees to remain in the Company's
employ and thereby continue to contribute to the Company's future
development and growth;
c. To ensure that the Company continues to benefit from the management
expertise of retired key management employees through consultative and
advisory services to the Company;
d. To protect the company's business from competition by key management
employees who leave the company's employ; and
e. To supplement the retirement income available to key management
employees under the Company's tax-qualified retirement plans.
II. DEFINITIONS. As used herein:
a. "Base Compensation" means salary and wages, exclusive of bonus.
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b. "Company" means Double Envelope Corporation.
c. "Date of Eligibility" means the date on which a Participant becomes
eligible for benefits pursuant to Section IV herein.
d. "Delayed Retirement" means retirement from the employment of the
Company at a Delayed Retirement Date, as defined in the Pension Plan
from time to time.
e. "Early Retirement" means retirement from the employment of the Company
at an Early Retirement Date, as defined in the Pension Plan from time
to time.
f. "Eligible Participant" means a Participant who is eligible for
benefits as provided in Article IV of this Plan.
g. "Normal Retirement" means retirement from the employment of the
Company at the Normal Retirement Date, as defined in the Pension Plan
from time to time.
h. "Participant" means a person described in Article III of the Plan.
i. "Pension Plan" means the Employees' Retirement Plan of Double Envelope
Corporation, as amended from time to time.
j. "Profit Sharing Plan" means the Employees' Profit Sharing Plan of
Double Envelope Corporation, as amended from time to time.
k. "Termination Without Cause" means termination of employment by the
Company for any reason except (i) misappropriation of funds or
property due the Company, (ii) attempting to obtain any personal
profit from any transactions in which the Participant has an interest
which
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is adverse to the interest of the Company unless the Participant shall
have first received the consent of the Company's Board of Directors,
or (iii) unreasonable and willful neglect or refusal to perform the
duties assigned by the Company to the Participant as of the date of
becoming a Participant, and any other duties that may be thereafter
reasonably assigned by the Board of Directors of the Company or its
designee from time to time.
III. PARTICIPANTS. Participants under this plan shall include and be
limited to those management or highly compensated employees selected by the
Company's Board of Directors from time to time as deserving and who execute an
agreement with the Company incorporating the terms of this Plan.
IV. ELIGIBILITY FOR BENEFITS. A Participant will become eligible for
benefits under the Plan upon completion of twenty (20) years of Credited
Service, as that term is defined in the Pension Plan, but only under
and upon the following circumstances:
a. Normal Retirement or Delayed Retirement
b. Early Retirement or Termination Without Cause.
V. CASH BENEFITS
A. AMOUNT OF BENEFITS. The cash benefits to be paid to Eligible
Participants shall be an annual amount, paid in equal monthly installments,
equal to (1) the Eligible Participant's highest annual Base
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Compensation multiplied by (2) a percentage factor, to be fixed by the Company's
Board of Directors in its discretion for each Participant upon becoming a
Participant, which amount shall be reduced by (i) nine percent (9%) of the sum
of the Eligible Participant's account balance in the Profit-Sharing Plan as of
the Date of Eligibility and the aggregate amount of the Eligible Participant's
distributions from the Profit-Sharing Plan through the Date of Eligibility, (ii)
sickness and/or disability benefits paid by or made available by the Company,
including under the Pension Plan and Workmen's Compensation, but excluding
payments under the Profit-Sharing Plan, (iii) Social Security payments to which
the Eligible Participant is entitled, and reduced further by:
(1) In the case of Normal Retirement or Delayed Retirement, the amount to
which the Eligible Participant is entitled annually from the Pension
Plan (or, if greater, the amount that would have been payable if the
Eligible Participant had elected to receive Pension Plan payments
computed on the single life annuity method);
(2) In the case of Early Retirement or Termination Without Cause, the
amount to which the Eligible Participant would be entitled annually
from the Pension Plan at the earliest date that he is entitled to
begin receiving annuity benefits thereunder if the Eligible
Participant did not elect to defer the receipt of such amounts and
elected to receive Pension Plan benefits computed on the single life
annunity method.
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If substantially all the assets of the Company shall be transferred to one
or more persons who do not expressly or by operation of law assume or succeed to
the Company's obligations hereunder (the "Transferee") and the Transferee adopts
an amendment to the Pension Plan the effect of which is to reduce the amount to
which the Eligible Participant is entitled from the Pension Plan under (1) or
(2) above then for purposes of determining such amount, those provisions of the
amendment which effect such reduction shall not be taken into account. If the
Transferee shall terminate the Pension Plan, then for the purpose of determining
the amount to which the Eligible Participant is entitled from the Pension Plan
under (1) or (2) above, it shall be assumed that the Pension Plan continued in
effect for so long as the Eligible Participant receives cash benefits under this
section, containing the same provisions as immediately prior to its termination,
subject to the provisions of the preceding sentence.
If the Company shall terminate the Pension Plan, then for purpose of
determining the annual amount to which the Eligible Participant is entitled from
the Pension Plan under (1) or (2) above, the Eligible Participant shall be
deemed to be entitled, in addition to any annual benefits to which he is
actually entitled under the Pension Plan, to an annual benefit under the Pension
Plan, payable in the form of a single-life annuity, which is the actuarial
equivalent (as reasonably determined by the Company) of any lump sum
distributions received by him on account of such termination.
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b. TERM OF BENEFITS. Cash benefit payments shall commence for Eligible
Participants who elect Normal Retirement or Delayed Retirement as of the date
Pension Plan payments begin. Cash benefit payments shall commence for all other
Eligible Participants upon the later of (i) the earliest date at which Early
Retirement or Normal Retirement may be taken, (ii) the date Early Retirement is
actually taken, and (iii) the date of Termination Without Cause. The term for
which cash benefits shall be paid to an Eligible Participant shall be as
determined by the Board of Directors, in its discretion, for each Participant
upon becoming a Participant, and may be for as long as the life of the
Participant, if the Board of Directors so determines. Additionally, the Board
of Directors may, in its discretion, provide for benefits for the spouse of a
deceased Eligible Participant.
VI. IN-KIND BENEFITS. It is the Company's intent under the Plan to endeavor
to provide to Eligible Participants certain in-kind benefits identical with or
similar to certain of the fringe benefits provided by the Company to full-time
employees. However, it is recognized that the terms of insurance policies and
other contracts for benefits to which the Company is a party may not permit
coverage of Eligible Participants, and it is also recognized that the Company
must reserve the flexibility to alter its fringe benefit programs from time to
time as competitive and financial considerations dictate. In light of these
considerations, the Company intends to provide the following in-kind benefits to
Eligible Participants coincidentally with the term during which cash benefits
are payable under the Plan, except
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that in-kind benefits for Participants Terminated Without Cause shall commence
on the date of termination of employment by the Company, and except further that
the Company may terminate any in-kind benefits which are substantially similar
to those provided to the Participant by any subsequent employer.
a. HOSPITAL/MEDICAL/SURGICAL BENEFITS. The Company will continue the
same group benefits (excluding any Executive Medical Reimbursement Plan
benefits) to which the Eligible Participant was entitled as of the day prior to
the cessation of full-time employment by the Company, or will provide
substantially similar individual benefits, or, at its election, will substitute
for such benefits annual cash payments equal to the annual cost to the Company
of purchasing such benefits for the Participant as of the date of cessation of
full-time employment, as reasonably determined by the Company.
b. LIFE INSURANCE BENEFITS. The Company will provide group term life
insurance in the same face amount as prior to the Eligible Participant's
cessation of full-time employment, or an individual life insurance policy in the
same amount, or, at its election, will substitute annual cash payments equal to
the annual premiums payable on an unrated ordinary life insurance policy in the
same amount.
c. ADDITIONAL BENEFITS. The Company may, at the direction of the
Board of Directors and in its sole discretion, grant such additional in-kind
benefits to an Eligible Participant as the circumstances warrant.
VII. OBLIGATIONS OF PARTICIPANTS
a. ADVICE AND CONSULTATION. Each Participant shall agree
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to be available to render advisory and consultative services at reasonable
times to the Company on an "as-needed" basis upon the Company's request.
b. NON-COMPETITION AGREEMENT. Each Participant shall agree not to
participate as an employee, consultant, director, or principal (except as a
stockholder of a publicly-traded corporation) in any other business in
direct competition with the Company within any part of the United States
where Double Envelope presently does business or has plans to do so for a
period of five (5) years after becoming an Eligible Participant.
c. RELEASE. By accepting any cash or in-kind benefits under this
Plan, a Participant shall, without the necessity of executing any further
instruments, be deemed to release the Company and its directors and
officers, and each of them, from any and all claims and causes of action,
known or unknown, fixed or contingent, then existing or assertable or
arising from the Participant's termination of active employment with the
Company, excluding claims and causes of action as a stockholder or as a
participant in the Pension Plan or Profit-Sharing Plan. The Participant
shall, if requested by the Company, execute a formal instrument of release,
although the failure to execute a formal instrument shall not affect the
validity or enforceability of the release effected by the acceptance of
benefit under the Plan. Upon the bringing of any suit or proceeding to
enforce any claim or cause of action inconsistent with the foregoing, the
Company, at its option, may terminate any or all benefits to Participant
under this Plan.
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VIII. AGREEMENT. The company shall execute a written agreement incorporating
the terms of the Plan, and any additional terms not expressly prohibited hereby
as are approved by the Board of Directors of the Company, with each Participant.
Such agreement may be incorporated into an employment agreement.
IX. MISCELLANEOUS.
a. AMENDMENTS. No amendment to this Plan will be effective as to any
person who is a Participant at the time of the amendment without the
Participant's consent.
b. ASSIGNMENT. No Participant or beneficiary shall have any right to
sell, assign, pledge, transfer or otherwise convey the right to receive any
payment under this Plan, and in the event of any attempted sale, assignment,
pledge, transfer or conveyance the Company shall have no further liability with
respect to such payment.
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EXHIBIT 2
IN-KIND BENEFITS
INCENTIVE SUPPLEMENTAL RETIREMENT PLAN (the Plan)
1. Hospital/Medical/Surgical Benefits: as described in Section VI a. of
the Plan, for Employee and Employee's spouse until the expiration of eligibility
for cash benefits under Section 9(a) of this Agreement, regardless of whether
cash benefits are actually paid. If benefits are in force at Employee's death,
benefits to continue for Employee's spouse for six months following Employee's
death.
2. Life Insurance Benefits: as provided in Section VI b. of the Plan
until the expiration of eligibility for cash benefits under Section 9(a) of this
Agreement, regardless of whether cah benefits are actually paid.
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[LETTERHEAD]
February 15, 1984
Mr. William C. Britts
Vice President
Double Envelope Corporation
Post Office Box 7000
Roanoke, Virginia 24019
In re: Amendment to Double Envelope Corporation's Incentive
Supplemental Retirement Plan
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Dear Bill:
The Board of Directors of Double Envelope Corporation, at a meeting
held on January 3, 1984, adopted the following amendment to Section V.a. of the
Incentive Supplemental Retirement Plan dated February 16, 1983, as restated
April 5, 1983:
"Section V.a. is amended by deleting
subsection (i) in its entirety and by
renumbering subsections (ii) and (iii)
to (i) and (ii), respectively. This
amendment shall be of no effect with
respect to persons who are as of the
date hereof Eligible Participants, as
defined in the Plan, but shall apply
only to persons who become Eligible
Participants hereafter."
Please indicate your acknowledgement of and consent to there amendment
by signing the enclosed copy of this letter where indicated and returning the
signed copy to Clinton for insertion in the permanent file of the Corporation.
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Mr. William C. Britts
February 15, 1984
Page Two
I suggest that this letter be retained with your copy of your
Agreement with the Corporation dated April 5, 1983.
With kindest regards, I am
Very truly yours,
/s/Caldwell
M. Caldwell Butler
MCB/djg
Acknowledged and accepted this 16 day of February, 1984
/s/William C. Britts
----------------------------
William C. Britts