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EXHIBIT 10.4
RETENTION BONUS AGREEMENT
JPS Textile Group, Inc. ("JPS") has begun a financial
restructuring that would involve at a minimum restructuring the public debt of
JPS on terms acceptable to the Board of Directors of JPS (said financial
restructuring being hereinafter referred to as the "Restructuring").
In connection with the Restructuring, JPS desires to enter
into retention bonus agreements with certain of its key executives. This
Retention Bonus Agreement sets forth the retention bonus that will be available
to you if you continue active employment with JPS for at least six months
following the completion of the Restructuring or as otherwise provided in this
Retention Bonus Agreement.
The retention bonus described herein is in addition to any
other entitlement you might have under any other plan or individual employment
arrangement or agreement. Our hope is that you will find the benefit provided
under this Retention Bonus Agreement enough incentive to cause you to stay with
JPS through the Restructuring and beyond.
CIRCUMSTANCES OF INELIGIBILITY
You will not be eligible to receive either a portion or all of
your retention bonus under this Retention Bonus Agreement in any one or more of
the following situations as provided below:
1. VOLUNTARY TERMINATION: If you elect to voluntarily
terminate your employment, including termination due to retirement,
with JPS prior to the completion of the Restructuring, you will not be
eligible to receive any portion of the Retention Bonus (as
hereinafter defined). If you elect to voluntarily terminate your
employment, including termination due to retirement, with JPS prior to
the end of six months following the completion of the Restructuring,
you will not be eligible to receive the remaining fifty (50%) percent
of the Retention Bonus.
2. TERMINATION FOR CAUSE: If your employment with JPS
is terminated for Cause, you will not be eligible to receive (or
retain any payments previously made of) any portion of the Retention
Bonus. Cause shall mean (i) fraud, embezzlement, theft,
misappropriation of any property of JPS or any of its related entities
(the "JPS Group"), intentional misconduct or any other form of
dishonesty (financial or otherwise), a breach of any term of any
employment, severance or termination agreement, participation in any
other activity or enterprise or willful refusal to perform
responsibilities (any of which is detrimental in any material respect
to the business, property and interests of any member of the JPS
Group), conviction of (or plead nolo contendere to) any felony or any
misdemeanor involving moral turpitude or which might, in the
reasonable opinion of JPS, cause embarrassment to any member of the
JPS Group, and (ii) as defined otherwise in any employment, severance
or termination agreement with the JPS Group.
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3. CONFIDENTIALITY: If you intentionally disclose,
directly or indirectly, this Retention Bonus Agreement or any of its
terms to any person(s) at the JPS Group, unless required by law or a
court of competent jurisdiction or without authorization of the Chief
Executive Officer of JPS, you will not be eligible to receive (or
retain any payments previously made of) any portion of the Retention
Bonus.
TERMINATION UPON DEATH, DISABILITY OR WITHOUT CAUSE
1. DEATH OR DISABILITY: In the event of death or
Disability (as hereinafter defined), your estate will be paid a
proportionate allocation of the Retention Bonus pro-rated for the
period through the date of your death or Disability. For purposes of
determining proration hereunder, the Retention Bonus shall be
multiplied by a fraction the numerator of which shall be the number of
whole months from and including the date hereof until the date of
death or Disability and the denominator of which shall be the whole
number of months from and including the date hereof through the date
when the Restructuring is confirmed by the Board of Directors of JPS
and/or the creditors of JPS, or a court of competent jurisdiction,
whichever is appropriate depending upon the final form of
Restructuring. Disability shall mean the permanent inability to
perform the services contemplated under this Agreement or any
employment agreement then in effect, as determined by the insurance
carrier providing long term disability coverage to the employee.
2. TERMINATION WITHOUT CAUSE: In the event your
employment with JPS is terminated by JPS without Cause, you will be
paid the Retention Bonus upon the effective date of your termination
of employment. For purposes of this paragraph, your employment will
be deemed terminated without cause if, during the Restructuring or
after the completion of the Restructuring, you are assigned duties or
responsibilities materially inconsistent with those customarily
performed by you or your compensation or benefits are materially
reduced without your consent prior to or after the Restructuring.
AMOUNT AND FORM OF RETENTION BONUS
As long as none of the "Circumstances of Ineligibility,"
above, apply to you, you will be entitled to receive a retention bonus which
will be paid in two components as follows: (i) an amount equal to fifty (50%)
percent of the sum of (x) your annual base salary, plus (y) an additional
amount equal to the average of your bonuses with JPS for the years 1989 through
1995 will be paid on the completion of the Restructuring, and (ii) an amount
equal to the sum of (A) fifty (50%) percent of the sum of (x) your annual base
salary, plus (y) an additional amount equal to the average of your bonuses with
JPS for the years 1989 through 1995, and (B) TWO HUNDRED THOUSAND DOLLARS
($200,000), will be paid six (6) months following the completion of the
Restructuring (the payments referred to in clauses (i) and (ii) being the
"Retention Bonus").
This Retention Bonus Agreement does not constitute a contract
of employment or impose on JPS any obligation to retain you as an employee.
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Nothing in this Retention Bonus Agreement is intended as, or
shall be construed to, confer upon any person, other than the parties hereto
and their successors and permitted assigns, any rights or remedies by reason of
this Retention Bonus Agreement.
No party may amend, modify or terminate this Retention Bonus
Agreement without the express written consent of the other party.
This Retention Bonus Agreement shall be governed and construed
in accordance with the laws of the State of New York without regard to the
conflicts of law principles of such state.
This Agreement may be executed and delivered in separate
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
JPS Textile Group, Inc.
By: /s/ Jerry E. Hunter
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Jerry E. Hunter
President and CEO
AGREED TO AND ACCEPTED
By: /s/ David H. Taylor
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David H. Taylor
Date: July 12, 1996