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Exhibit (e)(5)
Form of Retention Letter
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CONFIDENTIAL
Dear ______________:
The Board of Directors of JPS Packaging Company ("JPS") has directed its
Chairman to explore strategic alternatives for the future. Two possible
alternatives include a sale or a merger of JPS. In the event of a sale or
merger, we will include you as a participant in a retention program designed to
provide you with additional incentives to remain with JPS until the completion
of such sale or merger.
You will receive Fifty Thousand and no/100 Dollars ($50,000) if you continue
your employment with JPS at least until the closing of a sale or merger is
complete. Such retention benefit is contingent on the sale or merger of JPS and
will be paid as soon as possible after the completion of a sale or merger. In
the event the Board decides not to sell or merge JPS, you will be notified and
the retention program will cease and no retention benefits will be paid. Should
JPS terminate your employment without cause while the retention program is in
effect and prior to the closing of a sale or merger, you will be paid the full
retention benefit.
As we explore all possible strategic alternatives, special challenges exist for
all of us to ensure the stability of our daily operations. We recognize the
uncertainty and added pressure this process places on you. I know we can count
on your continued support and dedication as we have in the past and as we meet
the challenges associated with the future of JPS.
Sincerely,
JPS Packaging Company
By:
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Leo Benatar
Chairman of the Board
