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Employment Agreement [Amendment No. 2] - Pittston Co. and Josephh C. Farrell

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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               AMENDMENT No. 2 dated as of September 16,
     1994 to Employment Agreement dated as of May 1, 1993 as
     amended by Amendment No. 1 thereto dated March 18, 1994
     (said Employment Agreement as so amended being herein-
     after called the "Employment Agreement"), between The
     Pittston Company, a Virginia corporation (the
     "Company"), and Joseph C. Farrell, residing at 53
     Londonderry Drive, Greenwich, Connecticut 06830 (the
          The Company and the Employee desire to further
amend the Employment Agreement so as to provide additional
assurance that the Supplemental Retirement Benefit under
Paragraph 3(c) thereof will be paid in the event of a Change
in Control as hereinafter defined.
          Accordingly, the Company and the Employee agree as
          1.   The Employment Agreement is hereby amended by
inserting the following Paragraph 3A immediately before
Paragraph 4 of the Employment Agreement:
               3A.  Supplemental Retirement Benefit; Change
     in Control.  The provisions of this Paragraph 3A shall
     be controlling, anything in the other provisions of
     this Agreement to the contrary notwithstanding.
               (a)  In the event that a Change in
     Control (as hereinafter defined in subparagraph
     (b) of this Paragraph 3A) shall occur or the
     Company's Board of Directors shall in its dis-
     cretion determine that a Change in Control is
     anticipated within 90 days from the date of such
     determination, the Company shall forthwith take
     such action as shall be necessary or appropriate
     to activate the trust agreement dated as of
     September 16, 1994 between the Company and The
     Chase Manhattan Bank (National Association), as
     trustee, by the payment in cash to the trustee
     under such trust agreement of the aggregate amount
     which A. Foster Higgins & Co. Inc. (or another
     nationally recognized firm of actuaries selected
     by the Board) shall determine, on the basis of
     mortality and other assumptions at the time
     applicable under the Pittston Pension Plan, to be
     required to provide all projected benefit obliga-
     tions to the Employee (or his beneficiary) under
     Paragraph 3(c) of this Agreement, as of the date
     the Change in Control occurs or as of the date of
     such determination, as the case may be.  All
     expenses and income and other taxes in connection
     with the establishment and operation of such trust
     shall be paid by the Company.
               (b)  For purposes of this Paragraph 3A,
     a Change in Control shall be deemed to occur if
     either (i) any person, or any two or more persons
     acting as a group, and all affiliates of such
     person or persons, shall own beneficially more
     than 20% of the total voting power in the election
     of directors of the Company of shares of all
     classes of Common Stock of the Company outstanding
     (exclusive of shares held by any corporation of
     which shares representing at least 50% of the
     ordinary voting power are owned, directly or
     indirectly by the Company) pursuant to a tender
     offer, exchange offer or series of purchases or 
     other acquisitions, or any combination of those
     transactions, or (ii) there shall be a change in
     the composition of the Company's Board of
     Directors at any time within two years after any
     tender offer, exchange offer, merger, con-
     solidation, share exchange, sale of assets or
     contested election, or any combination of those
     transactions (a "Transaction"), so that (i) the
     persons who were directors of the Company
     immediately before the first such Transaction
     cease to constitute a majority of the board of
     directors of the corporation which shall there-
     after be in control of the companies or other
     entities that were parties to or otherwise
     involved in such first Transaction, or (ii) the
     number of persons who shall thereafter be
     directors of such corporation shall be fewer than
     two-thirds of the number of directors of the
     Company immediately prior to such first Trans-
     action.  A Change in Control shall be deemed to
     take place upon the first to occur of the events
     specified in the foregoing clauses (i) and (ii).
               (c)  In addition to all other rights
     under applicable law, the Employee shall, from and
     after the date on which a Change in Control shall
     occur or be anticipated as provided in subpara-
     graph (b) above, have the right to bring an action
     to enforce the provisions of this Paragraph 3A by
     seeking injunctive relief and/or damages, and the
     Company shall be obligated to pay or reimburse the
     Employee to the extent that he prevails, in whole
     or in substantial part, for all reasonable
     expenses, including attorney's fees, in connection
     with such action.
               (d)  The foregoing provisions of this
     Paragraph 3A shall be construed liberally to the
     end that accrued benefits under this Paragraph 3A
     shall be assured to the fullest extent prac-
     ticable; provided, however, that nothing in this
     Paragraph 3A shall be construed in a manner that
     would subject the Employee to current taxation on
     establishment of the trust.
               (e)  Nothing in this Paragraph 3A shall
     of itself be deemed to increase the amount of any
     accrued benefits to which the Employee shall have
     become entitled under Paragraph 3(c) of this
     Agreement.  The establishment and activation of
     the trust agreement referred to in subparagraph
     (a) of this Paragraph 3A shall not be deemed to
     relieve the Company of its obligations to the
     Employee under such Paragraph 3(c) except pro
     tanto to the extent that amounts in respect
     thereof are paid under such trust agreement to the

          2.  Except as hereinabove provided, the Employment
Agreement shall remain in full force and effect.  
          IN WITNESS WHEREOF, the parties have executed this
Amendment as of September 16, 1994.
                                 THE PITTSTON COMPANY

                                   Vice President, General
                                    Counsel and Secretary


     Robert H. Spilman
Chairman, Compensation and
Benefits Committee of the
  Board of Directors               ________________________
                                       Joseph C. Farrell