Exhibit 10.2(b)
SUPPLEMENTAL AGREEMENT NO. 5
----------------------------
This Supplemental Agreement No. 5 dated as of September 7, 1999 is entered into
by and between MICHAEL BAKER CORPORATION, a Pennsylvania corporation
(hereinafter referred to as the "Corporation") and RICHARD L. SHAW, an
individual (hereinafter referred to as the "Executive").
WITNESSETH:
WHEREAS, the Corporation and the Executive entered into an Employment
Agreement dated April 12, 1988 and subsequently amended the Employment Agreement
by Supplemental Agreement No. 1 dated March 17, 1992, Supplemental Agreement No.
2 dated October 1, 1994, and Supplemental Agreement No. 3 dated June 1, 1995,
and Supplemental Agreement No. 4 dated March 1, 1998 (hereinafter collectively
the "Agreement"); and
WHEREAS, pursuant to the Agreement, the Corporation has retained the
Executive as a consultant after the Executive's retirement; and
WHEREAS, upon resignation of the Corporation's Chief Executive Officer and
at the request of the Corporation's Board of Directors, the Executive has
re-assumed the full-time position as Chief Executive Officer of the Corporation
effective September 7, 1999 and has agreed to serve in such capacity until a
successor is appointed; and
WHEREAS, the Corporation and the Executive now desire to further amend and
supplement the Agreement in recognition of these recent changes in the
Executive's status;
NOW THEREFORE, in consideration of the mutual premises contained herein and
other good and valuable consideration, and intending to be legally bound hereby,
THE PARTIES AGREE AS FOLLOWS:
1. Effective September 7, 1999, Executive shall re-assume the full-time
position as Chief Executive Officer of the Corporation with such
duties and responsibilities as described in Section 2 of the
Agreement, and shall be compensated for his services at an annual rate
of $400,000 or such higher rate as the Board of Directors of the
Corporation may from time to time determine, payable in approximately
equal bi-weekly installments.
2. During his service as Chief Executive Officer of the Corporation,
Executive shall be entitled to participate in all plans, programs and
receive all benefits which the Corporation may have in effect for its
executive employees.
3. Commencing November 1, 1999 and during the period the Executive serves
as Chief Executive Officer of the Corporation, payments and benefits
otherwise available to Executive during the Consulting Term under
Section 5 of the Agreement shall be suspended, provided that the
Corporation shall continue to cover the cost of the "65 Special"
health insurance and coverage for the Executive and his spouse without
interruption. The Consulting Term shall continue to run during this
period, and upon conclusion of Executive's service as Chief Executive
Officer prior to expiration of the Consulting Term, Executive shall
revert to consultant status and the payments and benefits available
under Section 5 shall recommence for the balance of the Consulting
Term.
4. The Consulting Arrangement established by Section 5 of the Agreement
shall continue until May 31, 2000 or be extended as necessary to
continue in force for at least three (3) months after Executive's
successor as Chief Executive Officer assumes such position, whichever
is later. In addition, Executive agrees that unless consented to by
the Corporation, he will not resign from his position as Chairman of
the Board of Directors until the later of May 31, 2000 or three (3)
months after Executive's successor as Chief Executive Officer assumes
such position. Section 7(d) of the Agreement is hereby modified to the
extent necessary to effectuate the provisions set forth in this
Section 4.
5. Section 6, Supplemental Retirement Benefit, of the Agreement is hereby
amended to increase the monthly benefit payable pursuant to such
Section from $2,500 to $5,000.
6. In recognition of Executive's agreement to re-assume duties as the
Chief Executive Officer of the Corporation while a successor is
identified, the Corporation shall as of the effective date of this
Supplemental Agreement No. 5, award Executive fifty thousand (50,000)
Incentive Stock Options pursuant to the Corporation's 1995 Incentive
Stock Plan, which Options shall be fully vested on the date of award.
7. All other terms and conditions of the Agreement shall remain in full
force and effect and are hereby ratified by both parties, and the
Agreement is hereby incorporated by reference as if fully stated
herein.
IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement
No. 5 as of the day and year first above written.
MICHAEL BAKER CORPORATION
ATTEST: (The "Corporation")
/s/ Marcia S. Wolk By: /s/ H. James McKnight
- ----------------------------- -----------------------------------
Marcia S. Wolk H. James McKnight
Assistant Secretary Sr. Vice President, General Counsel
& Secretary
RICHARD L. SHAW
WITNESS: (The "Executive")
/s/ Kathryn J. Carrier /s/ Richard L. Shaw
- ----------------------------- -----------------------------------