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EXHIBIT 10.49
December 27, 2000
Mr. Jay Margolis
49 Holly Lane
Watermill, New York 11976
Re: Employment Agreement
Dear Jay:
This letter will evidence the agreement between you and Reebok
International Ltd. ("Reebok" or the "Company") relating to your employment by
Reebok effective as of December 18, 2000 (the "Effective Date"). Our agreement
is as follows:
1. YOUR POSITION; DUTIES AND RESPONSIBILITIES. Reebok hereby employs
you, and you accept such employment, on the terms and subject to the conditions
set out in this Agreement commencing as of December 18, 2000. You are hereby
designated during the Employment Term (as defined in Section 2 below) as
President of the Specialty Business Group and Executive Vice-President of
Reebok. In such capacity, you will have all duties, responsibilities and
authorities normally associated with such position, including strategic and
operating responsibility for the business conducted in the Rockport Company,
Greg Norman Collection, and Ralph Lauren Footwear divisions on a worldwide
basis. You will devote your full business time and your best efforts in carrying
out the duties, responsibilities and authorities of that position, and you will
operate within corporate policies, guidelines, regulations, and strategies, and
mutually-agreed budgets and capital authorization levels established by the
Board of Directors of the Company or its Chief Executive Officer. You will
report directly to the Chief Executive Officer of Reebok (who currently is Paul
Fireman). Although your responsibilities as of the Effective Date are as
described above, you should understand that changes may occur which result in
some operations being removed and some being added to your responsibility,
provided that any such changes shall be consistent with the terms of this
Agreement.
You shall not be prevented from accepting positions of responsibility
in outside business and charitable organizations, such as directorships of
outside business corporations and public charities, subject to the limitation
that such activities shall not interfere with your discharge of your
responsibilities to Reebok hereunder and shall not include any involvement with
any competing enterprise. You will comply with whatever policies are in
existence in this regard, including the current policy, which limits senior
executives to serving on no more than two (2) for-profit boards of directors.
2. EMPLOYMENT TERM; EMPLOYMENT "AT WILL" AFTER END OF EMPLOYMENT TERM.
A. EMPLOYMENT TERM. The term of your employment under this Agreement
shall commence as of the Effective Date and will continue until
December 31, 2002 (the
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"Employment Term"). Your employment may be terminated prior to the
expiration of the Employment Term pursuant to Section 10 below, but
subject to the terms hereof.
B. CONTINUATION OF EMPLOYMENT AFTER END OF EMPLOYMENT TERM. If you
remain in the employ of the Company after the end of the Employment
Term,
(i) your employment with the Company will be on "at will" basis,
and
(ii) except as otherwise provided herein, nothing in this Agreement
shall confer upon you any right to continue to receive the
compensation and benefits provided in this Agreement after the
expiration of the Employment Term; provided, however, that you
will be eligible to participate in each of the Company's
employee benefit and incentive compensation plans, policies,
or arrangements and to receive all fringe benefits and be
entitled to all vacations, for which your status and level of
employment qualify you in accordance with the Company's usual
policies and arrangements and the Employment Terms of such
plans, policies and arrangements, including, without
limitation, the standard Reebok Severance Policy then in
effect, your Reebok Change in Control Agreement, and your
Reebok stock option agreement.
C. SURVIVAL OF CERTAIN PROVISIONS. The following provisions of this
Agreement will continue in effect without regard to the termination of
your employment or the expiration of the Employment Term: Section 4(v)
[relating to the incentive payment in 2003], Section 9 [relating to the
modification of certain specified employee agreements], and Sections
12(i) through 12(vii) [relating to certain miscellaneous provisions].
In addition, the Employee Agreement, Non-Competition Agreement, and the
Code of Conduct referred to in Section 9 will continue in effect after
the termination of your employment with the Company.
3. BASE SALARY. During the Employment Term, your base salary will be
(i) from December 18, 2000, up to December 31, 2001, at the
annualized rate of $600,000, and
(ii) from January 1, 2002, up to December 31, 2002, at the
annualized rate of $800,000,
payable in accordance with Reebok's normal pay practices.
4. ANNUAL INCENTIVE COMPENSATION.
(i) PARTICIPATION IN EXECUTIVE PERFORMANCE INCENTIVE PLAN. For
each calendar year of the Employment Term, you will
participate in the same incentive compensation plan as the
other senior executives of the Company, and to the extent that
you share financial performance criteria with those other
executives under the plan, your required level of financial
performance will be set at the same level as for those other
executives. Actual payment levels under the incentive
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compensation program will be based on your achievement of
financial and management performance goals, with such goals to
be established each year by the Company's Chief Executive
Officer or Board of Directors, and payments will be made in
accordance with the Employment Terms and subject to the
conditions of the incentive plan then in effect for the senior
executives of the Company.
(ii) INCENTIVE TARGET. For each of the years ending December 31,
2001, and December 31, 2002, your annual incentive
compensation has been targeted at 90% of your base salary.
(iii) PAYMENT IN 2001. You will receive a payment of $200,000 in a
single lump sum payment at such time as the other senior
executives of the Company receive or would receive the payment
of incentive compensation in 2001. It is anticipated that the
Company will make such payment in mid-March, 2001. You will
receive payment under this Section 4(iii) whether or not you
are employed by the Company on the date that the Company would
otherwise make payment unless your employment is terminated
prior to payment pursuant to Section 10A [voluntary
termination without good reason] or Section 10C [termination
for cause].
(iv) PAYMENT IN 2002. You will receive an incentive payment in 2002
(attributable to fiscal year 2001) equal to the greater of (a)
$200,000, or (b) the amount otherwise payable under the terms
of the incentive plan in effect with respect to 2001. The
Company will make such payment in accordance with its usual
practice for the payment of incentive compensation to senior
executives; however, it is anticipated that the Company will
make such payment in mid-March, 2002. You will receive payment
under this Section 4(iv) whether or not you are employed by
the Company on the date that the Company would otherwise make
payment unless your employment is terminated prior to payment
pursuant to Section 10A [voluntary termination without good
reason] or Section 10C [termination for cause].
(v) PAYMENT IN 2003. You will receive an incentive payment
relating to performance in 2002, payable in 2003 in accordance
with the usual practice under the incentive plan and in
accordance with the terms and subject to the conditions of
that plan (other than the condition for payment that you be
actively employed by the Company on the date of payment);
provided, however, that you are actively employed by the
Company until the last day of the Employment Term.
(vi) DISPUTES. In the event of any disagreement concerning whether
incentive plan goals have been achieved and/or the percentage
bonus to be awarded, the decision of the Company's Chief
Executive Officer shall be final. If you believe that the
decision of the Company's Chief Executive Officer has not been
made in good faith, you may submit your position on the matter
in writing to the Compensation Committee of the Company's
Board of Directors, which will consider your position at its
next regular meeting and revise the Chief Executive Officer's
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decision if it determines that revision is appropriate. The
Compensation Committee has full discretion to determine the
issue and its determination will fully bind the parties.
5. SIGNING BONUS. The Company will pay you $200,000 in a single lump
sum no later than December 31, 2000.
6. STOCK OPTIONS.
(i) GENERAL. The Company will grant you so-called "non-qualified"
stock options with respect to its common stock under the
Company's 1994 Equity Incentive Plan (the 1994 plan and any
subsequent successor plan in effect at a relevant time is
referred to as the "Option Plan"). The form of option
agreement evidencing the grants to you under this Section 6 is
attached to this Agreement as EXHIBIT A. The terms of the
Option Plan and any agreement under the Option Plan relating
to the options will govern the exercise and all other matters
relating to the options.
(ii) INCEPTION OF EMPLOYMENT. Options will be granted to you under
the Option Plan to acquire 150,000 shares of Reebok common
stock, at $22.84/share, the market price of Reebok's common
stock upon the closing of the market as of December 18, 2000,
the Effective Date. These options will expire ten (10) years
after the date of grant and will become ratably exercisable on
each of your first, second, third and fourth anniversaries of
your start date of employment.
(iii) LATER GRANT. Options will be granted to you under the Option
Plan to acquire an additional 150,000 shares of Reebok common
stock, at the market price of Reebok's common stock upon the
closing of the market as of the date of grant, at the time the
Company grants stock options under the Option Plan to senior
executives during the normal annual cycle of grants
anticipated to occur at the end of 2001 or the beginning of
2002, provided that in the event that stock options are not
granted to senior executives at such time, such options shall
be granted to you no later than January 31, 2002. These
options will expire ten (10) years after the date of grant and
will become ratably exercisable over a four year period on the
anniversary of the date of grant.
7. FRINGE BENEFITS AND BUSINESS RELATED EXPENSES.
(i) GENERAL. You will be eligible to participate in or receive
benefits under any pension plan, 401(k) savings plan, medical
and dental benefits plan, life insurance plan, short-term and
long-term disability plans, supplemental and/or incentive
compensation plans, or any other employee benefit or fringe
benefit plan, generally made available by the Company to
senior executives in accordance with the eligibility
requirements of such plans and subject to the terms and
conditions set forth in this Agreement. Notwithstanding the
foregoing, you will not be eligible to participate in the
Reebok International Ltd. Severance Policy during the
Employment Term except to the extent provided in Section 11E
below.
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(ii) PERSONAL ALLOWANCE. In addition, the Company will provide to
you during your employment a personal allowance of $2,500 per
month to be used in your discretion.
(iii) MOVING AND TRANSITION LIVING EXPENSES. The Company will pay
your moving expenses from your current home and transition
living expenses for you, your spouse and children through the
end of January, 2001, in accordance with the Company's
relocation policy for senior executives.
(iv) EXPENSES. The Company will promptly reimburse you for the
reasonable and necessary business expenses incurred by you in
the performance of the duties under this Agreement in
accordance with its customary practices applicable to senior
executives, provided that such expenses are incurred and
accounted for in accordance with the Company's policy.
8. VACATION. You will be entitled to vacation in accordance with normal
Reebok policy for senior executives, with any additional amount to be determined
by the Company's Chief Executive Officer.
9. CONFIDENTIALITY, NON-COMPETITION AND CODE OF CONDUCT.
(i) GENERAL. During the Employment Term and thereafter you will be
subject to the terms and conditions of each of the following
agreements as modified pursuant to Section 9(ii) below: the
standard Reebok Employee Agreement attached hereto as EXHIBIT
B (the "Employee Agreement"); the standard Reebok
Non-Competition Agreement attached hereto as EXHIBIT C (the
"Non-Competition Agreement"); and the Reebok Code of Conduct
attached hereto as EXHIBIT D (the "Code of Conduct"). The
Employee Agreement, Non-Competition Agreement, and the Code of
Conduct, as modified by this Agreement, will continue in
effect after the termination of your employment with the
Company.
(ii) ANCILLARY AGREEMENT MODIFICATIONS.
(a) EMPLOYEE AGREEMENT [EXHIBIT B]. The Employee
Agreement attached hereto as Exhibit B is modified as
follows:
(I) Section 5 of the Employee Agreement is
modified by adding a new second sentence to
read as follows: "Notwithstanding the
preceding sentence, in no event will I hold
any equity or other interest of any kind in
Nike, Adidas, Timberland, L.A. Gear, K
Swiss, Puma, Stride Rite, New Balance and
Converse or their affiliates."
(II) Section 7 of the Employee Agreement is
deleted and Section 2 of this Agreement is
substituted therefor.
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(b) NON-COMPETITION AGREEMENT [EXHIBIT C]. The
Non-Competition Agreement attached hereto as Exhibit
C is modified by adding the following new sentence at
the end of Section I.A. to read as follows:
"Notwithstanding the preceding sentence, you may
invest in 1% or less of the equity securities of any
publicly traded company; provided, however, that in
no event will you hold any equity or other interest
of any kind in Nike, Adidas, Timberland, L.A. Gear, K
Swiss, Puma, Stride Rite, New Balance and Converse or
their affiliates."
(c) CODE OF CONDUCT [EXHIBIT D]. The Code of Conduct
attached hereto as Exhibit D is modified as follows:
(I) The second paragraph of the section entitled
"Investments in or Affiliations with
Suppliers, Customers or Competitors" under
"Conflicts of Interest" is modified to read
as follows: "Generally, ownership interests
of less than 1% of the equity or other
securities of a publicly traded corporation
will not be considered to create a conflict.
However, employees should not hold any
ownership or other interest in the following
competitors of Reebok or their affiliates:
Nike, Adidas, Timberland, L.A. Gear, K
Swiss, Puma, Stride Rite, and New Balance.
From time to time, the Company may
distribute an updated list of some of our
competitors for whom any stock ownership
would be prohibited."
(II) The last paragraph of the Code of Conduct is
modified by adding the following new
sentence at the end thereof to read as
follows: Notwithstanding the foregoing, your
employment shall be subject to the terms and
conditions of any written employment
agreement in effect between you and the
Company.
10. EMPLOYMENT TERMINATION. Notwithstanding the provisions of Section 2
above, your employment under this Agreement may be terminated prior to the end
of the Employment Term in any of the following cases:
A. VOLUNTARY TERMINATION WITHOUT GOOD REASON. You may terminate your
employment under this Agreement, without "good reason," upon ninety
(90) days prior written notice to the Company. Such written notice will
set forth the date your employment ends.
B. VOLUNTARY TERMINATION WITH GOOD REASON. You may terminate your
employment under this Agreement with "good reason" upon fourteen (14)
days prior written notice to the Company; provided, however, that you
must first provide written notice of the "good reason" to the Company,
and the Company must fail to cure such "good reason" within thirty (30)
days after the date on which you give written notice of such "good
reason." For purposes of this Agreement, "good reason" will mean the
occurrence of any of the following:
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(i) A material diminution in the overall level of your
responsibilities or authority, except in connection with the
cessation of your employment by death, or by the Company for
cause or your incapacity, as defined in Section 10E, or by you
other than for "good reason."
(ii) The failure by the Company to pay you when due any material
amount of your current compensation or any material amount of
your compensation payable under any plan, agreement or
arrangement of or with the Company, within ten (10) days after
you make written demand for such amount.
(iii) The failure of the Company to maintain your relative level of
coverage under the Company's employee benefit, incentive
compensation, or material fringe benefit plans, policies,
practices, or arrangements in which you participate, both in
terms of the amount and timing of benefits provided and the
relative level of your participation. For this purpose, the
Company may eliminate and/or modify existing employee benefit,
incentive compensation, retirement, or material fringe benefit
plans, policies, practices, or arrangements and coverage
levels on a consistent and non-discriminatory basis applicable
to all such executives; provided, however, that your level of
coverage under all such programs must be at least as great as
is such coverage provided to employees who have the same or
lesser levels of reporting responsibilities within the
Company's organization.
C. CAUSE. The Company may terminate your employment under this
Agreement for cause, upon written notice to you. For purposes of this
Agreement, "cause" will mean:
(i) fraud, embezzlement, or other intentional misappropriation
from the Company or an affiliate thereof;
(ii) your conviction of a felony or a misdemeanor involving moral
turpitude;
(iii) any other conduct on your part involving fraud, gross
negligence or willful misconduct, or other action which
materially damages the reputation of the Company or an
affiliate thereof; or
(iv) your default of any material obligations under this Agreement,
provided, however, that the Company must first provide written
notice of the default to you, and you must fail to cure such
default within thirty (30) days after the date on which the
Company gives you written notice of such default.
It is understood and agreed that a failure to achieve financial or
other business results is not a basis for a "for cause" termination. No
termination of your employment for cause shall be deemed to have
occurred unless you have been given notice of the reason therefore
including the allegations which may constitute reason for such
termination and after (a) you have been provided an opportunity to be
heard by the Board of Directors of the Company or the Executive
Committee thereof, and (b) such decision has been upheld by the Board
or Executive Committee.
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D. DEATH. Your employment will terminate immediately upon your death,
subject to the payment obligations set forth in Section 11B below.
E. INCAPACITY. Upon written notice to you, the Company may terminate
your employment under this Agreement in the event of your incapacity,
subject, however, to any legal obligations that mandate continued
employment. For purposes of this Agreement, "incapacity" will mean such
incapacity or disability as would qualify you for long-term disability
coverage under the Company's long-term disability insurance plan.
F. OTHER REASONS. Subject to the terms of Section 11B, the Company may
terminate your employment for any reason, upon written notice to you
stating the date of termination.
11. PAYMENT OBLIGATION IN THE EVENT OF TERMINATION. In the event of any
termination pursuant to Section 10, Reebok shall have the following payment
obligations:
A. VOLUNTARY TERMINATION WITHOUT GOOD REASON AND TERMINATION FOR CAUSE.
In the event your employment is terminated pursuant to Section 10A
[voluntary termination without good reason] or Section 10C [termination
for cause],
(i) Your right to receive compensation under this Agreement shall
cease as of the effective date of such termination.
(ii) The Company shall pay the following amounts to you: any
accrued but unpaid base salary for services rendered to the
date of termination; any accrued but unpaid expenses required
to be reimbursed and any vacation accrued to the date of
termination.
(iii) Except as may be provided under the terms of any incentive
compensation, employee benefit, or fringe benefit plan
applicable to the you at the time of your termination or
resignation of employment prior to the end of the Employment
Term, you shall have no right to receive any other
compensation, or to participate in any other plan, arrangement
or benefit, with respect to future periods after such
termination or resignation.
B. TERMINATION FOR DEATH OR INCAPACITY. In the event of your employment
is terminated pursuant to Section 10D [death] or Section 10E
[incapacity], you will be entitled (i) to payment of your base salary
only until the last day of your employment and (ii) to any payment as
stated in Sections 4(iii), 4(iv), and 5 that the Company has not yet
made, and no further payments of any kind will be due you from the
Company. However, upon termination of your employment because of death
or upon termination of your employment because of disability, as
defined in the Option Plan, all outstanding stock options will become
immediately exercisable pursuant to the provisions of the Option Plan.
Additionally, you or your beneficiaries will be entitled to receive any
benefits that are payable with respect to your termination of
employment under the terms of any pension or profit-sharing plan, or
life insurance or disability plan of the Company in
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which you participated before your employment ended; you will, however,
not be entitled to receive any benefit under any severance plan,
arrangement or agreement of the Company other than the payments from
the Company described in this Section 11B.
C. TERMINATION UNDER SECTIONS 10B OR 10F. In the event that you
terminate your employment under this Agreement with "good reason"
pursuant to Section 10B, or the Company terminates your employment for
any reason under Section 10F, including without cause as cause is
defined in Section 10C, you will be entitled to the following:
(i) to collect your base salary at the times and in the amounts
that would have been paid had you remained in the employ of
the Company for the balance of the Employment Term,
(ii) to receive any payment as stated in Sections 4(iii), 4(iv),
and 5 that the Company has not yet made, and
(iii) provided that you and your qualifying beneficiaries timely
elect so-called COBRA continuation coverage, the Company will
pay for the cost for you and of your qualified beneficiaries
that timely elect continuation coverage of continuing any
Company-provided medical coverage in effect for you and your
family as of the date of termination under so-called COBRA
continuation coverage until such date as you become eligible
for or receive other medical coverage, but in no event any
longer than eighteen (18) months following the date of
termination.
The foregoing payments and benefits will be contingent upon your
execution of a general release and such other documents in a form
acceptable to the Company, and will be in lieu of payments and other
benefits, if any, to which you may be entitled under any other
severance agreement or severance plan or arrangement of the Company
except as otherwise provided in Section 11E below.
D. NO MITIGATION. Payments provided by the Company pursuant to Sections
11A, B and C will not be subject to mitigation.
E. ADDITIONAL SEVERANCE BENEFITS. In the event that, on or after July
1, 2002 and prior to the end of the Employment Term, you terminate your
employment under this Agreement with "good reason" pursuant to Section
10B, or the Company terminates your employment for any reason under
Section 10F, including without cause as cause is defined in Section
10C, you will be eligible to receive severance benefits under the
Reebok International Ltd. Severance Policy (U.S. Employees) (the
"Severance Policy") subject to the terms and conditions set forth in
the Severance Policy as modified by this Section 11E as follows:
(i) Your employment will be considered to have been terminated
involuntarily for purposes of applying the terms of the
Severance Policy if you terminate your employment for "good
reason."
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(ii) The pay continuation period under the Severance Policy will be
52 weeks, provided that the pay continuation period under the
Severance Policy shall be (I) reduced by the number of weeks
of continuation of base salary payable to you under Section
11C(i) above and (II) reduced in accordance with the new
employment provisions of the Severance Policy.
12. MISCELLANEOUS
(i) SUCCESSORS, ASSIGNS, AMENDMENT, ETC. This Agreement shall be
binding upon and shall inure to the benefit of Reebok and its
successors and assigns. Unless such assumption would otherwise
occur by operation of law, the Company shall not enter into
any agreement for the merger, consolidation, restructuring,
sale of assets or other reorganization of the Company, without
providing for the express assumption of this Agreement by the
Company's successor. This Agreement shall be binding upon you
and shall inure to the benefit of your heirs, executors,
administrators and legal representatives, but shall not be
assignable by you. This Agreement may be amended or altered
only by the written agreement of Reebok and you.
(ii) NOTICE. All notices, requests, consents and other
communications required or permitted hereunder shall be in
writing and shall be hand delivered or mailed by certified
mail, postage prepaid, addressed as follows: If to Reebok, to
General Counsel, Reebok International Ltd., 1895 J. W. Foster
Boulevard, Canton, MA 02021, or to such other address as may
have been furnished to you in writing as herein provided; or,
if to you, to the address set forth above, or to such other
address as may have been furnished to Reebok by you as herein
provided in writing and with a copy to: Michael S. Mullman,
Esq., Blank Rome Tenzer Greenblatt LLP, 405 Lexington Avenue,
New York, NY 10174-0208. Any notice or other communication so
addressed and so mailed shall be deemed to have been given
three days after said mailing.
(iii) APPLICABLE LAW. This Agreement has been executed and delivered
by both parties in the Commonwealth of Massachusetts and shall
be governed by the internal law of the Commonwealth of
Massachusetts without reference to its choice of law rules or
to any rule of any jurisdiction which would cause the rule of
another jurisdiction to apply. The venue of any action
relating to this Agreement will be the state and federal
courts located in the Commonwealth of Massachusetts.
Respecting any such action, the parties waive any right they
may have (i) to contest venue on the ground of inconvenient
forum and (ii) to have such action heard before a jury or an
advisory jury.
(iv) SEVERABILITY. Each provision of this Agreement is severable
from the others, and if any provision hereof shall be to any
extent unenforceable, it and the other provisions hereof shall
continue to be enforceable to the full extent allowable by any
court of competent jurisdiction, as if such offending
provision had not been a part of this Agreement.
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(v) WITHHOLDING. The Company may or may cause any federal, state
or local income, withholding, employment or other tax to be
withheld from payments hereunder.
(vi) HEADINGS; CONSTRUCTION. Section headings are for convenience
of reference only and do not form part of the text of this
Agreement. Whenever the context requires, the singular will
include the plural and vice versa.
(vii) WAIVER. The failure of a party to insist on strict adherence
to any term of this Agreement on any occasion will not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
(viii) ENTIRE AGREEMENT. This Agreement, constitutes the entire
agreement between the parties concerning its subject matter,
and supersedes any and all prior agreements, understandings,
warranties or representations between the parties other than
the agreements specifically referred to in this Agreement.
(ix) LEGAL FEES. The Company will promptly reimburse you for
reasonable and customary legal fees and expenses incurred by
you in connection with the negotiation of this Agreement up to
a maximum of $7,500. In addition, the Company will promptly
reimburse you for reasonable and customary legal fees incurred
by you in connection with efforts to enforce the provisions of
this Agreement (provided such efforts result in your recovery
of any sum from the Company, whether through court award or
settlement).
(x) INDEMNIFICATION. The Company will indemnify and hold you
harmless to the extent permitted by the Company's certificate
of incorporation, by-laws or resolutions of the Company's
Board of Directors against all liability, expense or loss
(including reasonable attorneys's fees and penalties) incurred
by you by reason of the fact that you are or were a director
or officer of the Company acting within the scope of your
duties and authorities.
(xi) BACKGROUND CHECK. This Agreement, and the parties' obligations
hereunder, are contingent upon Reebok's satisfaction with the
results of a background check to which you hereby consent. It
is expected that the background check will be completed by
December 27, 2000, and Reebok will communicate to you whether
it is satisfied with its results by no later than December 31,
2000.
(xii) COUNTERPARTS. This Agreement my be executed in any number of
counterparts, each of which will be considered an original and
such counterparts will together be one agreement.
If you accept and agree to the foregoing, please signify by signing the
enclosed counterpart of this letter in the space provided for that purpose at
the foot thereof and delivering the signed counterpart to me, whereupon this
letter will become a binding agreement between you and the Company as of the
date first above written.
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Very truly yours,
REEBOK INTERNATIONAL LTD.
By: /s/ James R. Jones III
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James R. Jones III
Senior Vice President and Chief
Human Resources Officer
Accepted and agreed to as of this 27th day of December, 2000:
/s/ Jay Margolis
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Jay Margolis
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