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Exhibit 10.15(b)
EMPLOYMENT AGREEMENT
(FORM B)
THIS AGREEMENT ("Agreement") is entered into as of the _____
day of January, 1997 (the "Effective Date") by and between Caliber System, Inc.,
an Ohio corporation (together with its successors and assigns permitted under
this Agreement the "Company"), and Mr. X ("Executive").
W I T N E S S E T H
WHEREAS, Executive currently serves as [title] of [Company or
Operating Company]; and
WHEREAS, the Company considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders; and
WHEREAS, the Board (as defined in Section 1(b)) has determined
that it is in the best interests of the Company and its stockholders to secure
Executive's continued services and to ensure Executive's continued dedication
and objectivity, without concern as to whether Executive might be hindered or
distracted by personal uncertainties and risks, and to encourage Executive's
full attention and dedication to the Company, the Board has authorized the
Company to enter into this Agreement.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements herein contained, the Company and Executive
hereby agree as follows:
1. Definitions.
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As used in this Agreement, the following terms
shall have the respective meanings set forth below:
(a) "Affiliate" of a person or other entity
means a person or entity that directly or indirectly controls, is controlled by,
or is under common control with the person or other entity specified.
(b) "Board" means the Board of Directors of
the Company, including the Board Compensation Committee.
(c) "Cause" means (1) conviction of Executive
for a felony or for a misdemeanor involving moral turpitude, or (2) a material
breach by Executive of the duties and responsibilities associated with his
employment and position with the Company (other than as a result of incapacity
due to physical or mental illness) which is demonstrably willful and deliberate
on Executive's part, which results in demonstrably material economic injury to
the
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Company and which is not remedied in a reasonable period of time after
receipt of written notice from the Company specifying such breach. Executive's
employment shall in no event be considered to have been terminated by the
Company for Cause if such termination took place as the result of (a) bad
judgment or negligence, or (b) any act or omission believed in good faith to
have been in or not opposed to the interest of the Company.
Cause shall not exist unless and until the
Company has delivered to Executive a copy of a resolution duly adopted by
three-quarters (3/4) of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to Executive and an opportunity for
Executive, together with his counsel, to be heard before the Board), finding
that in the good faith opinion of the Board, Executive was guilty of the conduct
set forth in this Section 1(c) and specifying the particulars thereof in detail.
(d) "Contract Term" has the meaning set forth in
Section 2.
(e) "Date of Termination" means (1) the
effective date on which Executive's employment by the Company terminates as
specified in a Notice of Termination by the Company or Executive, as the case
may be, or (2) if Executive's employment by the Company terminates by reason of
death, the date of death of Executive. Notwithstanding the previous sentence,
(i) if Executive's employment is terminated for Disability (as defined in
Section 1(f)) or (ii) if Executive's employment is terminated by the Company
other than for Cause, then such Date of Termination shall be no earlier than
thirty (30) days following the date on which a Notice of Termination is
received.
(f) "Disability" means Executive's absence
from his duties with the Company on a full-time basis for at least one hundred
eighty (180) consecutive days as a result of Executive's incapacity due to
mental or physical illness.
(g) "Good Reason" shall mean termination by
Executive of his employment following occurrence of any of the following:
(1) Failure by the Company to honor
any of its obligations under this Agreement, including those related to
assignment of duties and responsibilities, election to positions, compensation,
Retirement and Savings Plans, benefits, or successors; or
(2) Any purported termination by the
Company of this Agreement or of Executive's employment that is not expressly
authorized by this Agreement or not effected pursuant to a Notice of Termination
satisfying the requirements of Section 12; for purposes of this Agreement, no
such purported termination shall be effective.
(h) "Notice of Termination" means notice of
the Date of Termination as described in Section 12(b).
(i) "Qualifying Termination" means a termination
of Executive's employment as a result of (1) a termination by the Company
without Cause, or (2) a termination by Executive for Good Reason; provided,
however, that a Qualifying Termination shall not include a termination as a
result of Executive's death, Disability or Retirement.
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(j) "Retirement" means Executive's voluntary
termination of employment while eligible for retirement benefits under the terms
of the Retirement and Savings Plans.
(k) "Retirement and Savings Plans" means all
qualified and nonqualified defined benefit and defined contribution plans,
including without limitation:
[Applicable qualified and nonqualified benefit plans]
or any applicable amended, successor, additional or substitute plan or plans of
the Company put into effect prior to an Executive's Date of Termination.
2. Contract Term.
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(a) This Agreement shall commence on the
Effective Date and shall continue in effect until January ____, 1999; provided,
however, that commencing on January ____, 1999 and each following anniversary of
the Effective Date, the term of this Agreement shall automatically be extended
for an additional one-year period, unless at least six months prior to such
date, the Company or Executive shall have given notice not to extend this
Agreement. Notwithstanding anything in this Section 2 to the contrary, this
Agreement shall terminate upon termination of Executive's employment with the
Company in which event the rights and obligations of the parties, except as
otherwise expressly provided herein, shall cease.
(b) Nothing contained in this Agreement shall
prevent the Company at any time from terminating Executive's right and
obligation to perform service for the Company or prevent the Company from
removing Executive from any position which Executive holds in the Company,
subject to the obligation of the Company to make payments and provide benefits
if and to the extent required under this Agreement, which payments and benefits
shall be full and complete liquidated damages and Executive's exclusive remedy
for any such action taken by the Company.
3. Payments and Benefits Upon Termination of Employment.
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(a) If the employment of Executive shall
terminate, by reason of a Qualifying Termination, then the Company shall pay to
Executive (or Executive's beneficiary or estate) within five (5) days following
the Date of Termination, as compensation for services rendered to the Company,
for severance and in consideration for Section 6 [50% of Section 3(a)(2) for the
latter]:
(1) a lump-sum cash amount equal to
the sum of (i) Executive's unpaid base salary from the Company and its
subsidiaries through the Date of Termination [at the rate in effect (without
taking into account any reduction of base salary in connection with the
termination) just prior to the time a Notice of Termination is given]; (ii) any
benefit awards (including both the cash and stock components) which pursuant to
the terms of any Company plans have been earned or become payable, to the extent
not theretofore paid; plus (iii) that portion of the target annual bonus under
the Company's incentive compensation plans determined by multiplying the target
annual bonus by the fraction arrived at by dividing the number of full weeks
worked by Executive during the calendar year of his Date of Termination by
fifty-two (52).
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(2) a lump-sum cash amount equal to
1 times (a) Executive's highest annual rate of base salary from the Company and
its subsidiaries in effect during the 12-month period prior to the Date of
Termination plus (b) the target annual bonus in effect for the year in which the
termination occurs; provided, that any amount paid pursuant to this Section
3(a)(2) shall offset and reduce any other amount of severance relating to salary
or bonus continuation to be received by Executive upon termination of employment
of Executive under any other severance plan, policy, agreement or arrangement of
the Company.
(b) If the employment of Executive shall
terminate, by reason of a Qualifying Termination, then for a period ending on
the earliest of (i) twelve (12) months following the Date of Termination, (ii)
the commencement date of equivalent benefits from a new employer, or (iii)
Executive's Normal Retirement Date under the terms of the Retirement and Savings
Plans, the Company shall continue to keep in full force and effect (or otherwise
provide) all plans and policies of medical, accident, disability and life
insurance with respect to Executive and his dependents with the same level of
coverage, upon the same terms and otherwise to the same extent as such plans and
policies shall have been in effect immediately prior to the Date of Termination
(or, if more favorable to Executive, immediately after the termination), and the
Company and Executive shall share the costs of continuing such insurance
coverage in the same proportion as such costs were shared immediately prior to
the Date of Termination (or, if more favorable to Executive, immediately after
the termination). In addition, upon such termination, the Company shall pay
Executive, as promptly as the amount can be determined following such
termination, the then actuarial present value of the pension benefits that would
be attributable to an additional 12 months of credited age and service under the
Retirement and Savings Plans. If, at the end of twelve (12) months following the
Date of Termination, Executive has not reached his Normal Retirement Date under
the Retirement and Savings Plans, and is not then receiving equivalent benefits
from a new employer, the Company shall arrange, to the extent it can reasonably
do so, to enable Executive to convert Executive's and his dependents' coverage
under any such insurance policies and plans (e.g., medical, life insurance) to
individual policies or programs upon the same terms as employees of the Company
may apply for such conversions.
(c) If the employment of Executive shall
terminate, by reason of a Qualifying Termination, then any stock credit benefits
provided to Executive under any Retirement and Savings Plans shall become fully
vested and payable within five (5) days following the Date of Termination.
(d) If Executive's employment shall be
terminated for Cause, the Company shall pay Executive his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given and the Company shall have no further obligations to
Executive under this Agreement.
4. Nature of Duties.
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(a) Executive agrees to serve the Company
during the Contract Term. Executive agrees to devote his full business time
during normal business hours to the business and affairs of the Company (except
as otherwise provided herein) and to use his best efforts to promote the
interests of the Company and to perform faithfully and efficiently the
responsibilities assigned to him in accordance with the terms of this Agreement
to the extent
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necessary to discharge such responsibilities, except for (i) service on
corporate, civic or charitable boards or committees not significantly
interfering with the performance of such responsibilities, and (ii) periods of
vacation and sick leave or other legitimate absences under Company benefit plans
and established practices.
(b) The Company agrees that it will not,
without Executive's express written consent (which consent will not be
unreasonably withheld), (i) assign to Executive duties inconsistent with his
current positions, duties, responsibilities and status with the Company, or (ii)
change his titles as currently in effect, or (iii) remove him from, or fail to
re-elect him to, any of such positions, except in connection with the
termination for Cause, Disability or Retirement or as a result of his death or
voluntary termination. Except as so limited, the powers and duties of Executive
are to be more specifically determined and set by the Company from time to time.
(c) During the Contract Term, Executive may be
required by the Company to relocate to one or more locations of the Company, or
its subsidiaries under Section 14, in order to fulfill Executive's duties under
this Agreement.
5. Compensation and Benefit Plans.
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(a) During the Contract Term, Executive
shall receive an annual base salary, payable in installments, substantially in
accordance with current practice, at an annual rate at least equal to the
aggregate annual base salary payable to Executive as of the Effective Date. The
base salary may be increased [but may not be decreased without Executive's
express written consent (which consent will not be unreasonably withheld)] at
any time and from time to time by action of the Board, and, if so increased,
such increased base salary shall thereafter be the base salary for the purposes
of this Agreement; provided, however, that the Company may decrease Executive's
base salary so long as such decreases (a) are generally applicable to all
salaried employees of the Company, and (b) do not discriminate against
highly-paid employees of the Company.
(b) During the Contract Term, Executive shall
participate in the Company's annual incentive compensation plans pursuant to the
terms thereof. The Company agrees to continue Executive as a participant in the
Company's incentive compensation plans as in effect for each applicable year,
and giving effect to the highest position in the Company held by Executive
during the Contract Term.
(c) During the Contract Term, the Company
agrees to continue the Company's Retirement and Savings Plans (but excluding the
Company's stock option plan and performance share plan, participation in which
shall be at the sole discretion of the Company's Board), as the same may be
modified from time to time but substantially in the form presently in effect.
The Company agrees to continue Executive as a participant in the Retirement and
Savings Plans on a basis at least equivalent to the present basis of his
participation for the calendar year in which the Effective Date of this
Agreement occurs.
(d) During the Contract Term, the Company
agrees to continue in effect any perquisite, benefit or compensation plan (in
addition to the Retirement and Savings Plans) including its dental plan, life
insurance plan, health and accident plan or disability plan in which Executive
is currently participating or to maintain plans and policies providing
substantially the same level of coverage, upon the same terms and otherwise to
the same extent
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as such plans and policies shall have on the Effective Date; provided, however,
that the Company may make modifications in such plans and policies so long as
such modifications (a) are generally applicable to all salaried employees of the
Company, and (b) do not discriminate against highly-paid employees of the
Company.
(e) During the Contract Term, except as
permitted in the proviso contained in paragraph (d) above, the Company agrees
not to take any action that would adversely affect Executive's participation in,
or materially reduce the benefits under, any of the Retirement and Savings
Plans.
6. Confidentiality; Non-Competition.
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(a) During employment and thereafter,
Executive shall keep confidential all "Confidential Information" relating to the
Company or any of its subsidiaries, and their respective businesses, obtained by
Executive during his employment by the Company or any of its subsidiaries.
"Confidential Information" means any non-public, proprietary information that
may provide the Company with a competitive advantage, including, without
limitation, any trade secrets, formulas, flow charts, computer programs, access
codes or other systems information, business, product or marketing plans, sales
and other forecasts, financial information, customer lists, and information
relating to compensation and benefits, provided that such proprietary
information does not include any information which is available to the general
public or is generally available within the relevant business or industry other
than as a result of Executive's breach of this Section 6(a). Confidential
Information may be in any medium or form, including, without limitation,
physical documents, computer files or discs, videotapes, audiotapes, and oral
communications. Anything herein to the contrary notwithstanding, it shall not be
a violation of this Section 6(a) for Executive to disclose information in the
ordinary course of properly carrying out his duties and responsibilities on
behalf of the Company or to respond to an order of a court or other body having
jurisdiction provided that he gives the Company notice of any such order.
(b) Executive agrees that during employment and
for a period of one (1) year following the Date of Termination, he shall not
directly or indirectly own, manage, operate, join, control, be employed by, or
participate in the ownership, management, operation or control of or be
connected in any manner, including but not limited to holding the positions of
officer, director, shareholder, consultant, independent contractor, employee,
partner, or investor, with any Competing Enterprise; provided, however, that
Executive may invest without being deemed in violation of this Section 6(b), in
stocks, bonds, or other securities of any corporation or other entity (but
without participating in the business thereof) if such stocks, bonds, or other
securities are listed for trading on a national securities exchange or NASDAQ
and Executive's investment does not exceed 1% of the issued and outstanding
shares of capital stock, or in the case of bonds or other securities, 1% of the
aggregate principal amount thereof issued and outstanding. "Competing
Enterprise" shall mean an enterprise that engages in any business that, on the
Date of Termination, is engaged in by the Company or any of its subsidiaries if
such enterprise engages in such business in any geographic area in which the
Company or any of its subsidiaries conducts such business.
(c) Except as expressly provided herein, promptly
following Executive's termination of employment, Executive shall return to the
Company all property of the Company
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then in Executive's possession or under his control, except that Executive may
retain his personal notes, diaries, Rolodexes, calendars and correspondence.
(d) Executive agrees that any material breach
of the terms of this Section would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law.
Executive further agrees that in the event of said material breach or any
reasonable threat of material breach, the Company shall be entitled to an
immediate injunction and restraining order to prevent such material breach or
threatened material breach. The terms of this paragraph shall not prevent the
Company from pursuing any other available remedies for any breach or threatened
breach hereof, including but not limited to the recovery of damages. Should a
court or arbitrator determine that any provision of this Section 6 is
unreasonable, the parties agree that such provision shall be interpreted and
enforced to the maximum extent such court or arbitrator deems reasonable.
(e) Prior to the Date of Termination,
Executive agrees not to accept any other employment or engage in any outside
business or enterprise without the Company's written consent. It is understood,
however, that outside activities are not prohibited provided they are legal; do
not impair or interfere with the conscientious performance of Company duties and
responsibilities; do not involve the misuse of the Company's influence,
facilities or other resources; and do not reflect discredit upon the good name
and reputation of the Company.
(f) The provisions of this Section shall
survive any termination of this Agreement, and the existence of any claim or
cause of action by Executive against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of the covenants and agreements of this Section.
7. Indemnification.
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The Company agrees that if Executive is made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative (a "Proceeding"), by reason of the fact that he is or was a
director, officer or employee of the Company, Executive shall be indemnified and
held harmless by the Company to the fullest extent legally permitted or
authorized by the Company's Second Amended Articles of Incorporation, Restated
Amended Code of Regulations, Indemnification Agreement between Executive and the
Company or, if greater, by the laws of the State of Ohio, against all cost,
expense, liability and loss (including, without limitation, attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by Executive in connection
therewith. The Company agrees to continue and maintain a directors' and
officers' liability insurance policy covering Executive to the extent the
Company provides such coverage for its other executive officers.
8. Withholding Taxes.
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The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes which, by
applicable federal, state, local or other law, the Company is required to
withhold therefrom.
9. Reimbursement of Expenses.
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The Company shall pay all reasonable legal fees and
expenses incurred by Executive, if any, as a result of a Qualifying Termination.
10. Scope of Agreement.
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(a) Except as expressly provided herein,
nothing in this Agreement shall amend any provisions of the Company's Retirement
and Savings Plans and policies of medical, accident, disability and life
insurance with respect to Executive and his dependents.
(b) This Agreement shall not apply to any
termination of employment pursuant to, in connection with, or in anticipation of
a Change in Control, if as a result of said termination Executive receives
payments and benefits under a Management Retention Agreement in effect between
the Company and Executive.
(c) This Agreement is not intended by either
the Company or the Executive to amend Executive's Performance Share Award
Agreement under the Company's 1996 Equity Incentive Compensation Plan or the
Executive's Stock Option Agreement under the Company's 1996 Equity Incentive
Compensation Plan.
11. Successors; Binding Agreement.
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(a) This Agreement shall not be terminated by
any merger or consolidation of the Company whereby the Company is or is not the
surviving or resulting corporation or as a result of any transfer of all or
substantially all of the assets of the Company. In the event of any such merger,
consolidation or transfer of assets, the provisions of this Agreement shall be
binding upon the surviving or resulting corporation or the person or entity to
which such assets are transferred.
(b) The Company agrees that concurrently
with any merger, consolidation or transfer of assets referred to in paragraph
(a) of this Section 11, it will cause any successor or transferee
unconditionally to assume, by written instrument delivered to Executive (or his
beneficiary or estate), all of the obligations of the Company hereunder.
(c) (i) No rights or obligations of the
Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred pursuant
to a merger or consolidation in which the Company is not the continuing entity,
or in connection with the sale or liquidation of all or substantially all of the
assets of the Company, or in connection with the disposition of the business of
the Company substantially as an entirety, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities, obligations and
duties of the Company under this Agreement, either contractually or as a matter
of law.
(ii) This Agreement is personal to Executive
and, without the prior written consent of the Company, shall not be assignable
by Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Executive shall die while any amounts
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would be payable to Executive hereunder had Executive continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such person or persons appointed in writing by
Executive to receive such amounts or, if no person is so appointed, to
Executive's estate.
12. Notice.
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(a) For purposes of this Agreement, all notices
and other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given when delivered or five (5) days after
deposit in the United States mail, certified and return receipt requested,
postage prepaid, addressed as follows:
If to Executive:
[Executive Name and Address]
If to the Company:
General Counsel
Caliber System, Inc.
P.O. Box 5459
Akron, OH 44334-0459
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(b) A written notice (a "Notice of
Termination") of Executive's Date of Termination by the Company or Executive, as
the case may be, to the other, shall (i) indicate the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so indicated
and (iii) specify the termination date. The failure by Executive or the Company
to set forth in such notice any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of Executive or the
Company hereunder or preclude Executive or the Company from asserting such fact
or circumstance in enforcing Executive's or the Company's rights hereunder.
13. No Set-off; No Mitigation.
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The Company's obligation to make any payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against
Executive or others. In no event shall Executive be obligated to seek other
employment or take other action by way of mitigation of the amounts payable to
Executive under any of the provisions of this Agreement and such amounts shall
not be reduced whether or not Executive obtains other employment.
14. Employment with Subsidiaries.
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Employment with the Company for purposes of this
Agreement shall include employment with any corporation or other entity in which
the Company has a direct or indirect ownership interest of 50% or more of the
total combined voting power of the then outstanding securities of such
corporation or other entity entitled to vote generally in the election of
directors.
15. Governing Law; Validity.
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The interpretation, construction and performance
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Ohio without regard to the principle of
conflicts of laws. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which other provisions shall remain in full force and effect.
16. Settlement of Disputes.
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(a) Any controversy or claim arising out of
or relating to this Agreement, any amendment of this Agreement, or any breach of
any of the foregoing, shall, subject to the mutual agreement of the Company and
Executive, be settled by confidential arbitration, to be held in Akron, Ohio, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association before three (3) arbitrators. The arbitrators shall apply the
provisions of this Agreement strictly as written (unless doing so violates the
clear intent of this Agreement), and shall explain the reasons and basis of
their award in detail and in writing. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. All costs
and expenses relating to any controversy or claim that is arbitrable under this
Section (including reasonable attorney's fees of Executive) shall be paid by the
Company promptly on written demand, except that the arbitrators are authorized
to require reimbursement of the Company for moneys paid by it pursuant to this
sentence if the arbitrators determine that the substantive positions of
Executive in the arbitration were entirely without merit. Pending final
resolution of any arbitration or court proceeding, the Company shall continue
prompt payment of all amounts due Executive under this Agreement or any
amendment thereof and prompt provision of all benefits to which Executive or his
beneficiaries are entitled. Notwithstanding the foregoing, nothing contained in
this Section 16 shall limit a party's right to seek equitable relief in any
court of competent jurisdiction.
(b) In the event the parties do not agree to
arbitration as provided in 16(a), the parties hereby consent to the jurisdiction
of the Common Pleas Court of the State of Ohio (Summit County) or of the United
States District Court for the Northern District of Ohio.
17. Counterparts.
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This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
18. Survivorship.
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The respective rights and obligations of the
parties hereunder shall survive the expiration of the term of this Agreement, to
the extent necessary to carry out the intentions of the parties, including
without limitation any obligations of the Company to make payments and provide
benefits hereunder.
19. Miscellaneous.
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No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by Executive and an
authorized officer of the Company. No provision of this Agreement may be waived
unless such waiver is agreed to in writing and signed by the waiving party
which, in the case of the Company, shall mean by a duly authorized officer of
the Company. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. Failure by Executive or the Company to insist upon strict
compliance with any provision of this Agreement or to assert any right Executive
or the Company may have hereunder, including without limitation, the right of
Executive to terminate employment for Good Reason, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement. This Agreement contains the entire understanding and agreement
between the parties concerning the subject matter hereof and supersedes all
prior agreements, understandings, discussions, negotiations and undertakings,
whether written or oral, between the parties with respect thereto.
20. Release and Reaffirmation.
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The Company may, as a condition to the payment by
the Company to Executive of any post employment benefits payable under this
Agreement, condition such payment upon the execution and delivery by Executive
to the Company of:
(a) A release, in form reasonably acceptable to
the Company, releasing the Company from any further obligations to Executive,
except for obligations under Retirement and Savings Plans which remain in favor
of Executive and any other remaining obligations under the specific terms of
this Agreement or any other written agreement in effect between the Company and
Executive; and
(b) A reaffirmation by Executive of his
obligations under this Agreement or any other agreement theretofore in effect
between Executive and the Company relating to confidentiality or intellectual
property rights.
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by a duly authorized officer of the Company. Executive has executed
this Agreement as of the date and year first written above.
CALIBER SYSTEM, INC.
By:
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Agreed to this ____ day of January, 1997.
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[Executive's Name]