{"id":39476,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-primark-corp-and-joseph-e-kasputys.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-primark-corp-and-joseph-e-kasputys","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-primark-corp-and-joseph-e-kasputys.html","title":{"rendered":"Employment Agreement &#8211; Primark Corp. and Joseph E. Kasputys"},"content":{"rendered":"<pre>                                                                    June 5, 2000\n\n\nJoseph E. Kasputys\nPrimark Corporation\n1000 Winter Street\nSuite 4300\nWaltham, MA 02451\n\n\nDear Joe:\n\n         This letter is intended to set forth the agreement between Primark\nCorporation (the \"Company\") and you concerning your employment by the Company\nafter the Effective Time (as defined in the Agreement and Plan of Merger (the\n\"Merger Agreement\"), dated as of June 5, 2000, by and among The Thomson\nCorporation, the Company and Marquee Acquisition Corporation), and certain\nclarifications and amendments to the Amendment to Change of Control Compensation\nAgreement, dated September 29, 1997, between the Company and you (the \"Change of\nControl Agreement\"). Capitalized terms used herein, but not defined herein, have\nthe meanings assigned to them in the Change of Control Agreement.\n\n         1.       OCCURRENCE OF A CHANGE OF CONTROL.\n\n         The Company acknowledges that a Change of Control will occur as of the\nEffective Time for purposes of your Change of Control Agreement. Except as\nprovided in Section 3 below, you agree not to resign for any reason on or prior\nto the Effective Time.\n\n         2.       DUTIES ON AND AFTER THE EFFECTIVE TIME.\n\n         From the date hereof until the later of the Effective Time and January\n1, 2001 (the \"Transition Period\"), you shall continue to serve as Chairman,\nPresident and Chief Executive Officer of the Company and you expressly agree\nthat you shall not have Good Reason to resign from the Company pursuant to the\nChange of Control Agreement as a result of changes in your status, authority or\nresponsibilities that are a consequence solely of your no longer being an\nofficer of a public company. Accordingly, you shall only be deemed to have an\nassignment of duties inconsistent with your status as a senior executive officer\nof the Company, or a substantial adverse alteration in the nature or status of\nyour responsibilities, as contemplated by Section \n\n\n\n                                       2\n\n\n11(c)(1) of the Change of Control Agreement, if you are required to perform your\nduties at a location greater than five miles from the existing location or your\nduties are materially inconsistent with those commonly associated with a\nChairman, President and Chief Executive Officer of a subsidiary, division or\noperating entity of a public company, as such duties are reasonably interpreted\nby you.\n\n         3.       SEVERANCE UPON TERMINATION WITHOUT CAUSE OR RESIGNATION FOR\n                  GOOD REASON OR AT END OF THE TRANSITION PERIOD.\n\n         The Change of Control Agreement, as amended by this letter, shall be\nthe sole document governing the payment of severance in connection with the\ntermination of your employment with the Company for any reason, and,\naccordingly, you shall not be entitled to any severance benefits described in\nany other agreements, plans, policies or arrangements of the Company, including,\nwithout limitation, your Employment Agreement dated January 7, 1997 (the\n\"Employment Agreement\"); PROVIDED, HOWEVER, that for purposes of this letter\nagreement, your benefits payable under Section 5(b) of the Employment Agreement\nwill not be considered severance benefits and you shall be entitled to all\nbenefits payable under such Section 5(b) in accordance with its terms.. You\nexpressly agree that, upon a termination of your employment by the Company\nwithout Cause or a resignation by you for Good Reason during the Transition\nPeriod, you shall only be entitled to the severance benefit described in Section\n3 of the Change of Control Agreement, as amended by this letter. In the event\nthat you have been continuously employed by the Company through the end of the\nTransition Period, you shall be entitled to the benefit described in Section 3\nof the Change of Control Agreement, as amended by this letter, as soon as\npracticable following the Transition Period. Thereafter, if you remain employed\nby the Company, your employment shall not be governed by the Change of Control\nAgreement or the Employment Agreement, and if your employment is severed for any\nreason thereafter, you will be entitled to no severance under any programs of\nthe Company or any of its affiliates, except as may otherwise be provided\nsubsequent to the date hereof\n\n         4.       MODIFICATION OF CALCULATION OF SEVERANCE BENEFIT.\n\n         To the extent that severance benefits do become payable to you pursuant\nto Section 3 of the Change in Control Agreement, as amended by this letter, you\nagree that the severance benefit payable to you shall be an amount equal to\nthree times the average of the aggregate of your annual salary, bonus and\nbenefits as set forth in your form W-2 (excluding any stock option gains,\nwhether or not included in your form W-2) paid to you and includable in your\ngross income during the lesser of: (i) the five calendar years preceding the\nEffective Time or (ii) the portion of such five year period during which the\nCompany existed and you were an employee of the Company.\n\n\n\n                                       3\n\n\n         5.       CLARIFICATION OF BENEFIT SERVICE PROVISION.\n\n         You agree that the final paragraph of Section 3(b) of the Change of\nControl Agreement, which contemplates the granting of additional consideration\nand three additional years of service under employee benefit and welfare plans\nand arrangements upon a Change of Control, shall be solely applicable to the\nCompany's Supplemental Death Benefit and Retirement Income Plan and Agreement as\nAmended and Restated, dated March 25, 1985, to the extent that you are a\nparticipant in such plan.\n\n         6.       RESTRICTIVE COVENANTS.\n\n         (a) You acknowledge that (i) the Company is engaged and in the future\nwill be engaged in certain businesses as of the Effective Time (the foregoing,\ntogether with any other businesses that the Company or its affiliates over which\nyou have responsibility under this agreement may engage in from the date hereof\nto the date of the termination of this agreement, being hereinafter referred to\nas the \"Company Business\"); (ii) your services to the Company have been and will\nbe, special and unique; (iii) your work for the Company has and will give you,\naccess to trade secrets of and confidential information concerning the Company;\n(iv) the Company Business is national and international in scope; (v) the Parent\nwould not have entered into the Merger Agreement but for the agreements and\ncovenants contained in this Section 6; and (vi) the agreements and covenants\ncontained in this Section 6 are essential to protect the business and goodwill\nof the Company. In order to induce the Company to enter into this agreement and\nthe Parent to enter into the Merger Agreement, you covenant and agree that:\n\n         (b) In consideration for the payments provided for hereunder, during\nthe term of your employment agreement and for a period equal to two years after\nthe termination or expiration of your employment by the Company, however caused,\n(the \"Restricted Period\"), you shall not, other than as specifically provided in\nthis agreement directly or indirectly, (i) engage in the Company Business as\nconducted on the date hereof or as it may hereafter be conducted during the\ncourse of your employment, or a business competitive with the Company Business;\n(ii) assist any person in conducting a business competitive with the Company\nBusiness, PROVIDED, HOWEVER, that this is not intended to restrict your\nownership of up to 1% of the securities of a publicly traded company that\nengages in the Company Business; (iii) interfere with business relationships\n(whether formed heretofore or hereafter) between the Company and customers of or\nsuppliers to the Company Business. You agree that, in the event of a breach or\nthreatened breach by you of this section, the Company shall be entitled to seek\ninjunctive relief restraining the breaching party from engaging in any of the\naforesaid prohibited activities. Nothing hereunder, however, shall be construed\nas prohibiting the Company from pursuing any other remedies available to it in\nlaw or in equity.\n\n\n\n                                       4\n\n\n         (c) During and after the Restricted Period, you shall keep secret and\nretain in strictest confidence, and shall not use for the benefit of yourself or\nothers, except in connection with the business and affairs of the Company and\nits affiliates, all confidential information relating to the Company Business or\nto the Company or to the business of any of the Company's affiliates, including,\nbut not limited to, \"know-how,\" trade secrets, customer lists, subscription\nlists, details of consultant contracts, pricing policies, operational methods,\nmarketing plans or strategies, product development techniques or plans, business\nacquisition plans, technical processes, new personnel acquisition plans,\nprocesses, designs and design projects, inventions, software, source codes,\nobject codes, system documentation and research projects and other business\naffairs relating to the Company Business or to any affiliate of the Company\nlearned by you heretofore or hereafter, and shall not disclose them to anyone\noutside of the Company and its affiliates, either during or after employment by\nthe Company or any of its affiliates, except (i) as required in the course of\nperforming your duties hereunder, or (ii) with the Company's express written\nconsent, or (iii) pursuant to legal process. Notwithstanding the foregoing, your\nobligations in this Section 6(c) shall not apply to confidential information:\n\n         (A)      which at the date hereof or thereafter becomes a matter of\n                  public knowledge without breach by you of this Agreement; or\n\n         (B)      which is obtained by you from a person other than the Company\n                  or an affiliate of the Company who is under no obligation of\n                  confidentiality to the Company.\n\n         (d) During the Restricted Period and so long as you are employed by the\nCompany, you shall not, directly or indirectly, (a) hire, solicit or encourage\nany employee other than your assistants to leave the employment of the Company\nor any of its affiliates or (b) hire any such employee who has left the\nemployment of the Company or any of its affiliates within one year of the\ntermination of such employee's employment with the Company or any of its\naffiliates except for Michael R. Kargula, Steven H. Curran and your assistants.\n\n         (e) Upon termination of your employment with the Company, all\ndocuments, records, notebooks, and similar repositories of or containing trade\nsecrets or intellectual property then in your possession, including copies\nthereof, whether prepared by you or others, will be promptly returned to or left\nwith the Company.\n\n\n\n                                       5\n\n\n         (f) If you breach, or threaten to commit a breach of, any of the\nprovisions of this Section 6 (the \"Restrictive Covenants\"), the Company shall\nhave the right and remedy to have the Restrictive Covenants specifically\nenforced by any court having equity jurisdiction, it being acknowledged and\nagreed that any such breach or threatened breach will cause irreparable injury\nto the Company and that money damages will not provide adequate remedy to the\nCompany. Such rights and remedies shall be in addition to, and not in lieu of,\nany other rights and remedies available to the Company under law or in equity.\n\n         (g) These covenants shall supersede any restrictive covenants\napplicable to you in any other agreements, plans, programs or arrangements.\n\n         7.       EFFECT ON OTHER AGREEMENTS.\n\n         Except as clarified or modified herein, the Change of Control Agreement\nand other agreements referred to herein shall not be effected by this agreement.\n\n         8.       GOVERNING LAW.\n\n         This agreement shall be governed by and construed in accordance with\nthe laws of the State of New York, without regard to its conflicts of laws\nprovisions.\n\n         9.       SEVERABILITY.\n\n         If any term or other provision of this agreement is invalid, illegal or\nincapable of being enforced by any law or public policy of any jurisdiction\nwhere applicable but for such invalidity, illegality or unenforceability, such\ninvalidity, illegality or unenforceability shall not invalidate all of the\nprovisions of this agreement but rather this agreement shall be construed,\ninsofar as the law or public policy of such jurisdiction is concerned, as not\ncontaining the invalid term or provision and all other terms and provisions of\nthis agreement shall nevertheless remain in full force and effect to the fullest\nextent permissible under such law or public policy.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this agreement as\nof the Effective Date.\n\n\n\n                                      By: \/s\/ Michael R. Kargula\n                                          -------------------------------------\n                                          PRIMARK CORPORATION\n\n\n                                      By: \/s\/ Joseph E. Kasputys\n                                          --------------------------------------\n                                          Joseph E. Kasputys\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9052],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-39476","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-media__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39476","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39476"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39476"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39476"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39476"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}