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SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is
made effective the 6th day of August, 1996, between GEORGE E. KING ("Employee"),
and McM CORPORATION ("McM"), OCCIDENTAL FIRE & CASUALTY COMPANY OF NORTH
CAROLINA, and WILSHIRE INSURANCE COMPANY (the three companies collectively being
the "Employer" or the "McM Group").
W I T N E S S E T H:
WHEREAS, the Employee and the Employer have entered an Employment
Agreement dated as of February 16, 1989, and amended March 28, 1990, October 18,
1990, December 30, 1991, February 1, 1993, September 1, 1993 and March 16, 1995
(collectively, the "Agreement"); and
WHEREAS, the Employee and Employer wish to amend the Agreement in
certain respects and agree that the mutual promises set forth in this Amendment
are full and valid consideration therefor.
NOW THEREFORE, the parties hereto agree as follows:
1. Employment. Paragraph 1 of the Agreement is hereby deleted in its
entirety and in its place is inserted the following:
1. Employment. King is hereby employed by McM
Corporation as its Chairman Emeritus and Chief
Executive Officer, by Occidental Fire & Casualty
Company of North Carolina as its Chairman and by
Wilshire Insurance Company as its Chairman. King's
duties and responsibilities as to McM Corporation and
the McM Group generally include all shareholder
relations, all legal and regulatory matters, all
sale, acquisition, divestiture and investment banking
issues.
2. Term of Employment. Paragraph 3 of the Agreement is hereby
deleted in its entirety and in its place is inserted the following:
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3. Term. The term of this Agreement shall continue until
December 31, 1996, at which time it shall
automatically renew on a daily rolling basis and
continue until the earlier of (a) one year from the
date the Employer delivers to the Employee written
notice of non-renewal, but in no event shall such
term expire before December 31, 1997, or (b) the
consummation of a Change in Control (as defined
herein) of McM occurring after December 31, 1996.
3. Clarification Regarding Lump Sum Payout. Paragraph 9 of the
Agreement is hereby deleted in its entirety, and in its place is inserted the
following:
9. Termination By Employer Without Cause. If the Employer
terminates this Agreement during its term without cause, the Employer
shall pay to the Employee a lump sum equal to the Employee's then
current annual salary plus the value of the Employee's annual benefits,
all divided by 12 and multiplied by the number of months (including any
fractional portion of any month) remaining in the term of this
Agreement, plus accrued vacation. Unless specifically provided for in
this Agreement, as amended, any benefits receivable by the Employee
under the McM Key Executive Incentive Compensation Plan, the 1986 or
1996 McM Employee Incentive Stock Option Plans, the McM Phantom Stock
Plan or the McM Equity Appreciation Rights Plan shall be in accordance
with the terms of those Plans.
3. Bylaws. The provisions of the second paragraph of Article III,
Section 1 of Employer's bylaws are extended from operation as to Employee until
the termination of the Agreement as provided herein.
4. Change in Control. For purposes of the Agreement and this Amendment,
a "Change in Control" shall be deemed to have occurred if any "person," as such
term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act"), other than a trustee or
other fiduciary holding securities under an employee benefit plan of McM or its
subsidiaries, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of McM
representing fifty-one percent or more of the combined voting power of McM's
then outstanding securities.
5. Except as modified in this Amendment, the Agreement, as amended, is
ratified and confirmed in all respects.
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IN WITNESS WHEREOF, Employer, by action approved and directed by its
Board of Directors and Employee, on his own behalf, have executed this Amendment
as of the day and year first above written.
EMPLOYEE:
/s/ GEORGE E. KING (Seal)
--------------------------------
George E. King
EMPLOYER:
Attest: McM CORPORATION, a North Carolina
corporation
/s/ MICHAEL D. BLINSON
- -------------------------
Corporate Secretary By: /s/ STEPHEN L. STEPHANO
--------------------------------
Its: President & COO
[Corporate Seal]
OCCIDENTAL FIRE & CASUALTY
COMPANY OF NORTH CAROLINA, a North
Attest: Carolina corporation
/s/ MICHAEL D. BLINSON By: /s/ STEPHEN L. STEPHANO
- ---------------------------- ---------------------------------
Asst. Corp. Secretary Its: President & CEO
[Corporate Seal]
WILSHIRE INSURANCE COMPANY, a North
Attest: Carolina corporation
/s/ MICHAEL D. BLINSON By: /s/ STEPHEN L. STEPHANO
- ---------------------------- ----------------------------------
Asst. Corp. Secretary Its: President & CEO
[Corporate Seal]
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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
effective the 6th day of August, 1996, between STEPHEN L. STEPHANO ("Employee"),
McM CORPORATION, OCCIDENTAL FIRE & CASUALTY COMPANY OF NORTH CAROLINA, and
WILSHIRE INSURANCE COMPANY (collectively, "Employer").
W I T N E S S E T H:
WHEREAS, the Employee and the Employer have entered an Employment
Agreement dated as of February 1, 1993, and amended September 1, 1993, and March
16, 1995 (the "Agreement");
WHEREAS, Employer and Employee desire to further amend the terms of the
Agreement in certain respects and agree that the mutual promises set forth in
this Amendment are full and valid consideration therefor.
NOW THEREFORE, the parties hereto agree as follows:
1. Term of Employment. Paragraph 2 of the Agreement is hereby
deleted in its entirety and in its place is inserted the following:
2. Term. The term of this Agreement shall continue until
December 31, 1996, at which time it shall
automatically renew on a daily rolling basis and
continue until two years from the date the Employer
delivers to the Employee written notice of
non-renewal, but in no event shall such term expire
before December 31, 1998.
2. Employee's Positions. Paragraph 4 of the Agreement is hereby
deleted in its entirety, and in its place is inserted the following:
4. Duties. The Employee is engaged by McM Corporation as
President and Chief Operating Officer, by Occidental
Fire & Casualty Company of North Carolina as its
President and Chief Executive Officer and by Wilshire
Insurance Company as its President and Chief
Executive Officer, and in all
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of such capacities shall devote substantially all of
his time and attention to the business of these
companies.
3. Clarification Regarding Lump Sum Payout. Paragraph 8 of the
Agreement is hereby deleted in its entirety, and in its place is
inserted the following:
8. Termination By Employer Without Cause. If the
Employer terminates this Agreement during its term without
cause, the Employer shall pay to the Employee a lump sum equal
to the Employee's then current annual salary plus the value of
the Employee's annual benefits, all divided by 12 and
multiplied by the number of months (including any fractional
portion of any month) remaining in the term of this Agreement,
plus accrued vacation. Unless specifically provided for in
this Agreement, as amended, any benefits receivable by the
Employee under the McM Key Executive Incentive Compensation
Plan, the 1986 or 1996 McM Employee Incentive Stock Option
Plans, the McM Phantom Stock Plan or the McM Equity
Appreciation Rights Plan shall be in accordance with the terms
of those Plans.
4. Except as modified in this Amendment, the Agreement is ratified
and confirmed in all respects.
[SIGNATURE PAGE ATTACHED]
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IN WITNESS WHEREOF, Employer, pursuant to action approved and directed
by its Board of Directors, and Employee, on his own behalf, have executed this
Amendment as of the day and year first above written.
EMPLOYEE:
/s/ STEPHEN L. STEPHANO (Seal)
----------------------------------
Stephen L. Stephano
EMPLOYER:
McM CORPORATION, a North Carolina
Attest: corporation
/s/ MICHAEL D. BLINSON By: /s/ GEORGE E. KING
- ---------------------------- ---------------------------------
Corporate Secretary Its: Chief Executive Officer
[Corporate Seal]
OCCIDENTAL FIRE & CASUALTY
COMPANY OF NORTH CAROLINA, a North
Attest: Carolina corporation
/s/ MICHAEL D. BLINSON By: /s/ GEORGE E. KING
- ---------------------------- ---------------------------------
Asst. Corp. Secretary Its: Chairman
[Corporate Seal]
WILSHIRE INSURANCE COMPANY, a North
Attest: Carolina corporation
/s/ MICHAEL D. BLINSON By: /s/ GEORGE E. KING
- ---------------------------- ---------------------------------
Asst. Corp. Secretary Its: Chairman
[Corporate Seal]
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