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Employment Agreement - Pittston Co. and David L. Marshall

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                                             As of June 1, 1995
     
     
     
     Mr. David L. Marshall
     28 Glenmoor Place
     Hilton Head Island
     South Carolina 29926
     
     Dear David:
     
               This will set forth the terms and conditions of
     your employment by The Pittston Company (the "Company") from
     and after the date of this agreement.
     
               1.  Employment.  The Company agrees to employ you,
     and you agree to serve in the Company's employ, on and
     subject to the terms and conditions hereinafter set forth,
     for the period commencing on the date of this agreement and
     ending on May 31, 1998 (the "Employment Period").  This
     agreement shall replace all prior and/or existing employment
     agreements between the Company and you, including, without
     limitation, the Agreement dated as of September 1, 1992, the
     Supplemental Agreement dated February 27, 1984, including
     any amendments or modifications to such agreements, the
     Agreement dated as of June 1, 1994 and the Amendment to the
     June 1, 1994 Agreement dated as of September 16, 1994
     (together, the "Prior or Existing Agreements").  As of the
     effective date of the Employment Period, all such Prior or
     Existing Agreements shall terminate to the extent they have
     not already been terminated.  It is understood that your
     employment pursuant to the terms and conditions of this
     Agreement shall continue notwithstanding your election as of 
     June 1, 1996 to retire, an Early Retirement Date under the
     Pittston Pension Plan, which election you hereby confirm.
     
               2.  Duties.  Subject to the further provisions of
     this Section 2, during the Employment Period you will, as
     and to the extent hereinafter provided, render services to
     the Company and, at its request, to one or more of its
     affiliates ("Affiliates").  All such services will be
     rendered at the request of and subject to the direction and
     control of the Chairman of the Board of the Company.  Such
     services may include, among other things, representation of
     the Company and its Affiliates in the negotiation and
     completion of mergers and acquisitions and the provision of
     advice to and consultation with members of management of the
     Company and its Affiliates with respect to various matters. 
     In addition, you agree, if nominated and elected, to serve
     as a director of the Company.      
     
               During the Employment Period you will use your
     best efforts to perform faithfully and efficiently the
     responsibilities assigned to you hereunder, except for
     temporary periods of illness or incapacity.
     
               It is understood and agreed, with respect to the
     services to the Company which you shall render pursuant to
     this Section 2, that
     
                 (i)  the Chairman of the Board will,
               insofar as reasonably practicable, consider your
               convenience in the timing of requests, and your
               failure or inability, by reason of temporary
               illness or other cause beyond your control, to
               respond to such requests during any such temporary
               period shall not be deemed to constitute a default
               on your part in the performance hereunder of such
               services; provided, however, that after June 1,
               1996, the number of hours that you will be
               required to devote to fulfilling your obligations
               under this Agreement will be fewer than forty
               hours per calendar month; and
     
                (ii)  except as and to the extent that the
               Chairman of the Board or his designee may
               otherwise prescribe in writing, you shall not have
               any authority to negotiate or conclude any
               contracts on behalf of, or otherwise to bind, the
               Company or any of its Affiliates.
     
               3.  Compensation.  (a)  During the Employment
     Period you will receive for all services to be rendered by
     you pursuant to Section 2 above (i) for the period ending
     May 31, 1996, a salary at the rate of $150,000 per year and
     (ii) thereafter a salary at the rate of $40,000 per year,
     payable in equal installments no less frequently than
     monthly.
     
               (b)  Eligibility for Certain Benefit Plans.  In
     addition to your salary, during the period ending May 31,
     1996 you will be entitled to participate in the Company's
     Pension-Retirement Plan, Savings-Investment Plan and all
     other employee benefit plans in which you participate as of
     the day prior to the Employment Period, in accordance with
     the terms and conditions of each such plan.  On and after
     June 1, 1996, you will participate in all employee benefit
     plans in which you will be eligible, but only in accordance
     with the terms and conditions of each such plan, subject to
     the provisions of Section 3(d) below.  On and after June 1,
     1996, the Company will provide you with $300,000 of group
     term life insurance.
     
               (c)  Supplemental Retirement Benefit.  You have
     been provided with a Supplemental Retirement Benefit
     pursuant to which you shall be entitled to receive a pension
     calculated in accordance with the provisions of the Pension-
     Retirement Plan of The Pittston Company and Its Subsidiaries
     (the "Pittston Pension Plan") (except that the limitations
     set forth in Section 13.01(a) thereof and in the second
     paragraph of Section 13.07 thereof shall be disregarded)
     with full credit for determining your benefit accrual for
     the period of your employment with Freeport-McMoRan Inc.,
     the Company or any of their respective Affiliates (as
     hereinafter defined) or predecessor companies.  The amount
     of such Supplemental Retirement Benefit will be offset by
     the following:
     
          --   the amount of any benefit payable to you in
                    respect to the Freeport-McMoRan Retirement Plan;
     
          --   the amount of any benefit payable to you under the
                    Pittston Pension Plan and any other pension plan
                    of the Company; and
     
          --   the amount of any general offset specifically set
                    forth in the Pittston Pension Plan (it being
                    understood and agreed that any such offset shall
                    be applied without duplication of any offset
                    (whether in respect of the Social Security taxable
                    wage base or otherwise) taken into account in
                    calculating benefits under such Plan).
     
     For purposes of determining the net Supplemental Retirement
     Benefit under this Section 3(c), the Supplemental Retirement
     Benefit before offset and the amount of the benefits which
     offset the Supplemental Retirement Benefit shall be
     calculated on an actuarially equivalent basis (i.e.,
     assuming the same frequency of payments (e.g., monthly), the
     same commencement date for payments, and to the extent
     feasible the same form of annuity (e.g., single life
     annuity)).
     
               It is the intention of the parties that payments
     under this Section 3(c) shall be made to you (or your
     beneficiary) at such time and in such manner as provided for
     under the Pittston Pension Plan and that the procedures,
     terms and provisions of that Plan, generally, shall be
     applicable hereunder.  The obligation of the Company under 
     this Section 3(c) to provide a pension and the obligations
     of the Company under Section 4 below shall continue in
     effect notwithstanding the termination (for any reason) of
     your employment with the Company and its Affiliates.
     
               As used in this Agreement, the term "affiliate"
     shall have the meaning ascribed thereto in Rule 12b-2 of the
     General Rules and Regulations under the Securities Exchange
     Act of 1934 as in effect on the date of this Agreement.
     
               (d)  Eligibility for Retiree Medical Benefits.  In
     the event that your employment shall terminate for any
     reason, or if you shall, at any time, elect to retire on an
     Early Retirement Date under the Pittston Pension Plan, you
     shall be deemed to be eligible for early retiree medical
     coverage under the Company's Comprehensive Medical Expense
     Benefits Plan (the "Medical Plan"), anything in this
     Agreement or the Medical Plan to the contrary
     notwithstanding.  The obligation of the Company under this
     Section 3(d) to provide such coverage shall continue in
     effect notwithstanding the termination of your employment
     with the Company and its Affiliates; provided, however, that
     nothing herein shall affect in any way the Company's right
     to make future changes in the Medical Plan or to terminate
     the Plan entirely; and provided, further, that any such
     change which relates to your eligibility for such coverage
     under the Plan (including the so-called "rule of 75") or
     which has the purpose or effect of discriminating against
     you or your beneficiaries as to benefits under such Plan
     shall not adversely affect such eligibility or benefits as
     applicable immediately prior to such change.
     
               (e)  Business Expenses.  During the Employment
     Period the Company shall, in accordance with policies then
     in effect with respect to payments of expenses, pay or
     reimburse you for all reasonable out-of-pocket travel and
     other expenses (other than ordinary commuting expenses)
     incurred by you in performing services hereunder.  All such
     expenses shall be accounted for in such reasonable detail as
     the Company may require.
     
               4.  Supplemental Retirement Benefits; Change in
     Control.  The provisions of this Section 4 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 Section 4
     shall occur or the Company's Board of Directors shall in its
     discretion 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 obligations to you (or your beneficiary)
     under Section 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 Section 4, 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, consolidation, 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 thereafter 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
     Transaction.  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, you shall, from and after the date on which
     a Change in Control shall occur or be anticipated as
     provided in subparagraph (b) above, have the right to bring
     an action to enforce the provisions of this Section 4 by
     seeking injunctive relief and/or damages, and the Company
     shall be obligated to pay or reimburse you to the extent
     that you prevail, 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 Section 4
     shall be construed liberally to the end that accrued
     benefits under this Section 4 shall be assured to the
     fullest extent practicable; provided, however, that nothing
     in this Section 4 shall be construed in a manner that would
     subject you to current taxation on establishment of the
     trust.
     
               (e)  Nothing in this Section 4 shall of itself be
     deemed to increase the amount of any accrued benefits to
     which you shall have become entitled under Section 3(c) of
     this Agreement.  The establishment and activation of the
     trust agreement referred to in subparagraph (a) of this
     Section 4 shall not be deemed to relieve the Company of its
     obligations to you under such Section 3(c) except pro tanto
     to the extent that amounts in respect thereof are paid under
     such trust agreement to you.
               
               5.  Termination.  (a)  Death.  This agreement
     shall terminate automatically upon your death.
     
               (b)  Cause.  The Company may terminate your
     employment for Cause.  For purposes of this agreement,
     "Cause" means (i) an act or acts of dishonesty or disloyalty
     on your part which are intended to result in your
     substantial personal enrichment at the expense of the
     Company or any of its Affiliates or to adversely affect the
     business of any of them or (ii) a violation or violations by
     you of your obligations under Section 8 or Section 9 other
     than any insubstantial and inadvertent violation remedied by
     you promptly after receipt of notice thereof given by the
     Company.
     
               6.  Obligations of the Company upon Termination.  
     
               (a)  Death.  If your employment is terminated by
     reason of your death, this agreement shall terminate without
     further obligations to your legal representatives under this
     agreement other than those obligations accrued hereunder at
     the date of your death.
     
               (b)   Cause.  If your employment is terminated for
     Cause, the Company shall pay you your full salary through
     the date of such termination at the rate in effect at such
     date., and the Company shall have no further obligations to
     you under Sections 3(a), (b) or (e) of this agreement;
     provided, however, that the Company's obligations under
     Sections 3(c) and (d) shall continue notwithstanding
     termination under either Section 6(a) or (b).
     
               7.  Full Settlement.  Subject to full compliance
     by the Company with all of its obligations under this
     agreement, this agreement shall be deemed to constitute the
     settlement of such claims as you might otherwise be entitled
     to assert against the Company by reason of the termination
     of your employment for any reason during or after the
     Employment Period, including, without limitation, all claims
     for discrimination on the basis of age, sex or race or for
     any other alleged violation of public policy arising out of
     such termination.  The Company agrees to pay, to the fullest
     extent permitted by law, all expenses (including, without
     limitation, counsel fees) which you may reasonably incur as
     a result of your successful contest, by judicial proceedings
     or otherwise, of the validity or enforceability of, or
     liability under, any provision of this agreement.  The
     parties acknowledge and agree that the foregoing constitutes
     a complete release of all such claims.
     
               8.  Covenant Not to Compete.  You agree that
     during the Employment Period and during the period ending
     two years thereafter (the "Non-Compete Period"), you shall
     not compete with any business then conducted by the Company
     or any Affiliate within the Pittston Services Group (the
     "Business").  For purposes of this Agreement, the term
     "compete" shall mean engaging in a business as a more than
     ten percent (10%) stockholder, an officer, a director, an
     employee, a partner, an agent, a consultant, or any other
     individual or representative capacity if it involves:
     
                  (i)  engaging in the Business in
               competition with the Company or an Affiliate
               within the Pittston Services Group in any state of
               the United States in which the Company or any of
               such Affiliates (which shall mean for purposes of
               this Section 8 any such Affiliate in which the
               Company owns, directly or indirectly, an equity
               interest of twenty percent (20%) or more) operates
               at anytime during the Non-Compete Period; or
     
                 (ii)  rendering services or advice
               pertaining to the Business to or on behalf of any
               person, firm or corporation which is in
               competition with the Company or any Affiliate
               within the Pittston Services Group at any time
               during the Non-Compete Period in any state of the
               United States.
     
               In the event the restrictions against engaging in
     a competitive activity contained in this Section 8 shall be
     determined by any court of competent jurisdiction to be
     unenforceable by reason of its extending for too great a
     period of time or over too great a geographic area or by
     reason of its being too extensive in any other respect, it
     shall be interpreted to extend only over the maximum period
     of time for which it may be enforceable, and over the
     maximum geographic area as to which it may be enforceable
     and to the maximum extent in all other respects as to which
     it may be enforceable, all as determined by such court in
     such action.
     
               Clauses (i) and (ii), above, are intended by the
     Company as separate and divisible provisions, and if for any
     reason any one is held to be invalid or unenforceable,
     neither the validity nor the enforceability of the other
     shall thereby be affected.
     
               9.  Confidential Information.  (a) You acknowledge
     that in the course of your employment you may receive, have
     access to, or develop confidential or proprietary
     information or trade secrets relating to the business of the
     Company or its Affiliates.  You will hold in a fiduciary
     capacity for the benefit of the Company and such Affiliates
     all such confidential or proprietary information, secrets,
     knowledge or data relating to their respective businesses,
     including, without limitation, information relating to
     strategic plans, public and shareholder relations,
     marketing, pricing, purchasing of transportation (ground or
     air) arrangements, plans or programs, computer programs,
     communication systems, cost data, or customer lists,
     obtained by you prior to, during or after the Employment
     Period, and you will not, during the Employment Period or
     thereafter, communicate or divulge any such information,
     secrets, knowledge or data to any other person, firm or
     corporation without the prior written consent of the
     Chairman of the Board of the Company.  All records, files,
     drawings, documents, notes, equipment and the like relating
     to the business or activities of the Company or any of such
     Affiliates which you shall prepare or use or come into
     contact with shall be and remain the sole property of the
     Company or such Affiliates, as the case may be, and upon
     termination of your employment with the Company all of such
     property shall be returned to the Company in accordance with
     the directions given by it.
     
               (b)  Equitable Relief.  You acknowledge that the
     foregoing provisions of Sections 8 and 9 are essential to
     the Company and are reasonable and necessary to protect the
     legitimate interests of the Company and its Affiliates and
     that damages sustained by the breach of such provisions
     would cause irreparable harm to the Company because of the
     special services that have been performed by you and that
     recovery of damages at law would not be an adequate remedy. 
     You further agree that the Company and its Affiliates, in
     addition to any other remedy which any of them may have
     under this agreement or at law, shall be entitled to
     injunctive and other equitable relief to prevent to curtail
     any breach of any such provision.  If any provision of
     Sections 8 or 9 shall be deemed to be invalid, illegal or
     unenforceable as written by reason of the extent or duration
     thereof, or otherwise, the determining body or authority
     making such determination shall be empowered to reduce such
     provision so as to be enforceable to the greatest extent
     possible and, as so reduced, such provision shall then be
     deemed to be rewritten and enforced as reduced.
     
               (c)  The provisions of this Section 9 shall
     survive the termination of this agreement.
     
              10.  Successors.  (a)  This agreement is personal
     to you and without the prior written consent of the Company
     shall not be assignable by you or otherwise than by will or
     the laws of descent and distribution.  This agreement shall
     inure to the benefit of and be enforceable by your legal
     representatives.
     
               (b)  This agreement shall inure to the benefit of
     and be binding upon the Company and its successors.
     
              11.  Governing Law.  This agreement shall be
     governed by and construed in accordance with the substantive
     and procedural law of New York without reference to
     principles of conflict of laws.  The parties hereto agree
     that any dispute hereunder may be submitted to any court of
     competent jurisdiction in New York and for purposes thereof
     each party hereto submits to such jurisdiction.
     
              12.  Miscellaneous.  (a)  This agreement contains
     the entire understanding with you with respect to the
     subject matter hereof and supersedes any and all prior
     agreements or understandings, written or oral, relating to
     such subject matter.  This agreement may not be amended or
     modified otherwise than by a written agreement executed by
     the parties hereto or their respective successors and legal
     representatives.  The captions of this agreement are not
     part of the provisions hereof and shall have no force or
     effect.
     
               (b)  All notices and other communications
     hereunder shall be in writing and shall be given by hand
     delivery to the other party or by registered or certified
     mail, return receipt requested, postage prepared, addressed 
     as follows:
     
               If to you:
     
               28 Glenmoor Place
               Hilton Head Island
               South Carolina 29926
               
     
               If to the Company:
     
               100 First Stamford Place
               P. O. Box 120070
               Stamford, CT  06912-0070
     
               Attention:  Chairman of the Board
     
     or to such other address as either party shall have
     furnished to the other in writing in accordance herewith. 
     Notices and communications shall be deemed to be given when
     mailed by certified or registered mail, return receipt
     requested.
     
               (c)  The invalidity or unenforceability of any
     provision of this agreement shall not affect the validity or
     enforceability of any other provision of this agreement.
     
               (d)  The Company may withhold from any amounts
     payable under this agreement such federal, state or local
     taxes for which withholding is provided pursuant to any
     applicable law or regulation.
     
               Please confirm that the foregoing is in accordance
     with our agreement.
     
                              Very truly yours,
     
                              THE PITTSTON COMPANY
     
     
     
                              By___________________________ 
                                   Chairman of the Board
     
     
               I hereby confirm that the foregoing is in
     accordance with our agreement.
     
     
     
                                   _________________________
                                       David L. Marshall
     
     
     Dated as of June 1, 1995