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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 27, 1999
JPS TEXTILE GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
33-27038 57-0868166
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(Commission File Number) (I.R.S. Employer Identification No.)
555 NORTH PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SOUTH CAROLINA 29607
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(Address of Principal Executive Offices) (Zip Code)
(864) 239-3900
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS08...:\75\55175\0004\1924\8-K1279U.03E
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Item 5. Other Events.
On February 27, 1999, Jerry E. Hunter resigned as President and
Chief Executive Officer of JPS Textile Group, Inc. (the "Company") and as
Chairman of the Board of Directors of the Company (the "Board") in connection
with his retirement from the Company, and Mr. Hunter agreed in writing with the
Company that his retirement would be treated as a "Good Reason" termination by
him of his employment (the "Separation Agreement").
On the same day, the Board elected Michael L. Fulbright to serve as
Chairman of the Board and as President and Chief Executive Officer of the
Company. The Company has entered into an Employment Agreement with Mr.
Fulbright, dated February 28, 1999 (the "Employment Agreement"), which provides
that Mr. Fulbright will serve as Chairman, President and Chief Executive Officer
of the Company until October 31, 2001. Under the Employment Agreement, Mr.
Fulbright's base salary is $550,000 per annum. In addition, Mr. Fulbright will
receive a relocation grant cash payment of $325,000. Mr. Fulbright is eligible
to receive an annual bonus for each of fiscal years 1999, 2000 and 2001 of
between 50% and 200% of his base salary based upon the Company's attainment of
certain performance goals specified in its annual Management Incentive Bonus
Plan. Simultaneously with the execution of the Employment Agreement, pursuant to
a Stock Option Agreement, the Compensation Committee of the Board granted Mr.
Fulbright options to acquire 500,000 shares of the Company's common stock, $.01
per share. The grant of the options is subject to stockholder approval of the
First Amendment to the JPS Textile Group, Inc. 1997 Incentive and Capital
Accumulation Plan (the "Plan Amendment"), which, if approved, would increase the
number of shares available under the Company's 1997 Incentive and Capital
Accumulation Plan.
The foregoing description of the Separation Agreement, the
Employment Agreement, the Stock Option Agreement and the Plan Amendment does not
purport to be complete and is qualified in its entirety by reference to the
copies of the Separation Agreement, the Employment Agreement, the Stock Option
Agreement and the Plan Amendment attached hereto as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively.
Additionally, the Company issued a press release on March 1, 1999,
announcing the retirement of Mr. Hunter and the election of Mr. Fulbright as his
successor. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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10.1 Separation Agreement, dated February 27, 1999,
between the Company and Jerry E. Hunter
10.2 Employment Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.3 Stock Option Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.4 Amendment to the JPS Textile Group, Inc. 1997
Incentive and First Capital Accumulation Plan
99.1 Press Release dated March 1, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
JPS Textile Group, Inc.
(Registrant)
By: /s/ John W. Sanders, Jr.
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Date: March 3, 1999 John W. Sanders, Jr.
Executive Vice President-
Finance and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Separation Agreement, dated February 27, 1999,
between the Company and Jerry E. Hunter
10.2 Employment Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.3 Stock Option Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.4 Amendment to the JPS Textile Group, Inc. 1997
Incentive and First Capital Accumulation Plan
99.1 Press Release dated March 1, 1999.
Exhibit 10.1
February 27, 1999
Board of Directors
JPS Textile Group, Inc.
555 North Pleasantburg, Suite 202
Greenville, SC 29607
Re: Resignation and Separation From Service
JPS Textile Group
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Dear Members of the Board of Directors:
Effective as of February 27, 1999, I hereby resign from all
directorships and officerships of JPS Textile Group, Inc. and any of its
subsidiaries (the "Companies"). This letter of resignation also serves as notice
of my retirement from active service with the Companies, also effective February
27, 1999.
Subject to the Board's acceptance of the terms set forth in this
paragraph, my retirement from service from the Companies shall be deemed a "Good
Reason" termination pursuant to paragraph 8(d) of the employment agreement dated
October 9, 1997 between me and JPS Textile Group, Inc., and shall entitle me to
the payments and benefits described therein. In addition, my retirement shall be
deemed a "pension eligible retirement" such that I am eligible to receive an
immediate benefit under the Retirement Pension Plan for the Benefit of Salaried
Employees of JPS Textile Group, Inc.
Please acknowledge your acceptance of my resignation and retirement
under the terms described above.
Sincerely,
/s/ Jerry E. Hunter
Jerry E. Hunter
AGREED TO AND ACCEPTED BY
JPS TEXTILE GROUP, INC.
By: /s/ Robert J. Capozzi
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Robert J. Capozzi, as
Authorized Agent
NYFS09...:\75\55175\0006\127\LTR2259L.150
Exhibit 10.2
JPS Textile Group, Inc.
555 North Pleasantburg Drive, Suite 202
Greenville, South Carolina 29607
February 28, 1999
Mr. Michael L. Fulbright
1940 Dinsmore Road
Alpharetta, Georgia 30201
Dear Mr. Fulbright:
We are writing with respect to your employment by JPS Textile Group,
Inc. (the "Company") as follows:
1. Employment. The Company agrees to employ you, and you agree to be
employed by the Company, commencing on March 1, 1999 (the "Effective Date") and
ending on October 31, 2001 (unless sooner terminated as hereinafter provided)
(the "Employment Period"), on the terms and subject to the conditions set forth
in this Agreement (the "Agreement").
2. Duties. (a) For the duration of the Employment Period, you shall continue
to be nominated as a director of the Company and, subject to your election
thereto by the stockholders of the Company, you shall serve as Chairman of the
Board of Directors of the Company (the "Board"). In addition, you shall be
employed as President and Chief Executive Officer of the Company. In such
capacities, you shall serve as the senior executive officer of the Company and
shall have the duties and responsibilities prescribed for such positions by the
By-laws of the Company, and shall have such other duties and responsibilities as
may from time to time be prescribed by the Board and are customarily performed
by someone in your position, including, without limitation, general management
and supervision of the other officers and personnel of the Company. In the
performance of your duties, you shall be subject to the supervision and
direction of the Board.
(b) Subject to the terms of your employment hereunder, you shall devote your
full business time to the performance of your duties and responsibilities as
Chairman, President and Chief Executive Officer of the Company (with reasonable
allowance to be made for civic, charitable and industry obligations and
endeavors; provided, however, that any such civic, charitable and industry
obligations and endeavors shall not, individually or in the aggregate, interfere
with the proper performance of your duties as Chairman, President and Chief
Executive Officer of the Company or otherwise violate the Agreement (including,
without limitation, paragraph 9 hereof)). You hereby represent and warrant to
the Company that you have no obligations under any existing employment or
service agreement that conflicts with
NYFS09...:\75\55175\0004\1924\EXH2189Z.29D
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Mr. Michael L. Fulbright
Page 2
any of your obligations to the Company under this Agreement. In addition, you
shall be entitled to serve on up to two boards of directors (other than the
boards of the Company and the Company's subsidiaries); provided, however, that
membership on such other boards shall not interfere with the proper performance
of your duties as Chairman, President and Chief Executive Officer of the Company
or otherwise violate the Agreement (including, without limitation, paragraph 9
hereof). You shall not, without the prior written approval of the Board, serve
on more than two such other boards.
3. Compensation.
(a) (i) Base Salary. During the Employment Period, the Company shall pay
you, and you shall accept from the Company for your services, a salary at an
initial rate of $550,000 per annum, subject to increase in the Board's sole
discretion (the "Base Salary"), payable in accordance with the Company's policy
with respect to the compensation of executives. Your Base Salary will not be
decreased during the Employment Period.
(ii) Bonus. In addition to your Base Salary, unless you voluntarily
terminate your employment for other than Good Reason (as hereinafter defined),
or are terminated by the Company for Cause in accordance with the requirements
of paragraph 7(c) hereof (as hereinafter defined), you will be eligible to
participate in the Company's 1999 Management Incentive Bonus Plan (the "1999
Bonus Plan") and receive a bonus (the "Incentive Bonus") based upon the
attainment of the performance goals specified therein in an amount calculated by
the Board (or its designee) which shall be not less than 50% of your Base Salary
($275,000) and shall not exceed 200% of your Base Salary ($1,100,000) (it being
agreed that for the period commencing on the Effective Date and ending on
October 31, 1999, the minimum amount of Incentive Bonus which you shall receive
shall be $275,000). The Board shall establish a performance-based annual bonus
program for senior executives of the Company including you for fiscal years
after 1999 (a "Future Bonus Plan") and award you an annual bonus opportunity
thereunder which is not less favorable than the opportunity provided pursuant to
the 1999 Bonus Plan (i.e., at least 50% of your Base Salary and not more than
200% of your Base Salary) without restricting the discretion of the Board to set
reasonable targets and criteria for such incentive compensation. Any bonus plan
payment that is to be made for the 2001 fiscal year, shall be made to you on or
before January 31, 2002.
(iii) Stock Options. Simultaneous with the execution of this Agreement,
the Compensation Committee of the Board, subject to shareholder approval of an
increase in the number of shares available under the 1997 Incentive Plan (as
defined below), has granted you stock options (the "Options") under the
Company's 1997 Incentive and Capital Accumulation Plan, as amended (the "1997
Incentive Plan") in accordance with the terms of such Options as set forth in a
grant letter entered into pursuant to the 1997 Incentive Plan. The Company will
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Mr. Michael L. Fulbright
Page 3
use its best efforts to obtain shareholder approval of the necessary increase in
the number of shares available under the 1997 Incentive Plan.
(iv) Relocation Grant. In addition to your Base Salary and in lieu of the
Company's participation in the sale of your current residence in Alpharetta,
Georgia, the purchase of a new residence in the Greenville, South Carolina area
and all other expenses incurred in connection with the relocation of your
residence from Alpharetta, Georgia to the Greenville, South Carolina area (other
than those described in paragraph 3(b) below), you will receive on the Effective
Date a cash payment by the Company in the amount of $325,000.
(b) Reimbursement of Expenses. During the Employment Period, you will be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
you in performing your services hereunder in accordance with the policies and
procedures of the Company as in effect from time to time for senior executives;
provided, however that you properly account therefor in accordance with Company
policy. In addition, during the Employment Period, and, in the case of clause
(i) below, until such time as you have permanently relocated your principal
residence to the Greenville, South Carolina area, you will be entitled to
receive prompt reimbursement for (i) commutation expenses between Atlanta,
Georgia and Greenville, South Carolina and lodging and meals in Greenville for
up to six (6) months and (ii) air travel on behalf of the Company, which may be
first class for flights with a scheduled duration of three (3) hours or longer.
4. Vacations. During your employment, you shall be entitled to reasonable
vacations (of not less than four (4) weeks per year) from time to time,
consistent with the needs of the Company's business and in accordance with the
regular procedures of the Company governing senior executives. You shall also be
entitled to all paid holidays given by the Company to its senior executives.
5. Participation in Health and Benefit Plans; Life Insurance.
(a) Health and Benefit Plans. You (and, with respect to the Company's
medical and dental plans, your spouse) shall be entitled to participate in and
to receive benefits under all the Company's medical, dental and other employee
benefit plans and arrangements in effect on the date hereof, and you shall also
be entitled to participate in or receive benefits under any pension or
retirement plan, savings plan, or health-and-accident plan made available by the
Company in the future to its senior executives and other key management
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements and provided that you meet
the eligibility requirements thereof. The Company hereby waives any waiting
period required for the participation of you and your spouse in the Company's
medical and dental plans.
<PAGE>
Mr. Michael L. Fulbright
Page 4
(b) Life Insurance. During your employment, the Company shall pay the
premiums on a life insurance policy underwritten by the Company's present
insurer (or another insurer acceptable to you and the Company) in the face
amount of $2,000,000; provided, however that you shall assist the Company in
procuring such insurance by submitting to reasonable medical examinations and by
filling out, executing and delivering such applications and other instruments in
writing as may reasonably be required by any insurer to which the Company may
apply.
6. Other Offices. You hereby acknowledge and agree that a portion of your
business time will be devoted to the affairs of the subsidiaries and affiliates
of the Company and that, if requested by the Board, during the Employment Period
you will serve as an officer and/or a director of any such subsidiary or
affiliate, all without additional compensation from the Company.
7. Termination.
(a) Death. Your employment hereunder shall terminate upon your death.
(b) Disability. In the event of your permanent disability (as hereinafter
defined) during the Employment Period, the Company shall have the right, upon
written notice to you, to terminate your employment hereunder, effective upon
the giving of such notice. For the purposes hereof, "permanent disability" shall
be defined as any physical or mental disability or incapacity which renders you,
even with reasonable accommodation, incapable of fully performing the services
required of you in accordance with your obligations hereunder for a period of
150 consecutive days or for shorter periods aggregating 150 days during any
period of twelve (12) consecutive months.
(c) Cause. The Company may terminate your employment hereunder for "Cause."
For purposes hereof, termination for "Cause" shall mean termination after one or
more of the following occurrences (with the Board to first make a determination
as to whether any such matter has occurred):
(i) your willful breach of any of the provisions of paragraph 9 hereof;
(ii) your commission of an intentional act of fraud, embezzlement or
theft or a material dishonest act against the Company or its affiliates;
(iii) your conviction of (or pleading by you of nolo contendere to) any
crime which constitutes a felony or misdemeanor involving moral turpitude or
which might, in the reasonable opinion of the Company, cause embarrassment to
the Company; or
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Mr. Michael L. Fulbright
Page 5
(iv) your gross neglect of (or willful failure by you to perform) your
duties and responsibilities in all material respects as set forth in paragraph 2
hereof, if such breach of duty is not cured within 30 days after written notice
thereof to you by the Board.
For purposes of clause (iv), no act, or failure to act, on your part shall be
deemed "willful" unless done, or omitted to be done, by you in bad faith and
without reasonable belief that your action, or failure to act, was in the best
interest of the Company.
(d) Termination by You. You may terminate your employment hereunder for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean (A) any
material diminution of your duties or status from that provided for in, or any
material limitation of your powers in any respect not contemplated by, paragraph
2 hereof; provided, however that you first deliver written notice thereof to the
Board and the Company shall have failed to cure such diminution or limitation
within thirty (30) days after receipt of such written notice or (B) any material
failure by the Company to comply with paragraphs 3 through 5 hereof; provided,
however that you first deliver written notice thereof to the Board and the
Company shall have failed to cure such failure within ten (10) days after
receipt of such written notice or (C) your election to terminate your employment
following a Change in Control (as hereinafter defined); provided, however that
you first deliver written notice thereof to the Board or (D) your failure to be
elected to the Board during the Employment Period.
For purposes of this Agreement, a "Change in Control" means the occurrence of
any one of the following events following the Effective Date: (a) any person or
other entity (other than any of the Company's wholly owned subsidiaries),
including any person as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), becoming the beneficial owner, as
defined in Rule 13d-3 of the Exchange Act, directly or indirectly, of more than
fifty percent (50%) of the total combined voting power of all classes of capital
stock of the Company ordinarily entitled to vote for the election of directors
of the Company, (b) the sale of all or substantially all of the property or
assets of the Company (other than a sale to any one or more of the Company's
wholly owned subsidiaries), (c) the consolidation or merger of the Company with
another corporation (other than with any of the Company's wholly owned
subsidiaries or in which the Company is the surviving corporation), the
consummation of which would result in the shareholders of the Company
immediately before the occurrence of the consolidation or merger owning, in the
aggregate, less than 50% of the voting stock of the surviving entity immediately
following the occurrence of such consolidation or merger, or (d) a change in the
Board occurring with the result that the members of the Board on the Effective
Date (the "Incumbent Directors") no longer constitute a majority of such Board;
provided, however that any person becoming a director whose election or
nomination for election was supported by a majority of the Incumbent Directors
(other than you if you are a Director) shall be considered an Incumbent Director
for purposes hereof; provided, further, however that the
<PAGE>
Mr. Michael L. Fulbright
Page 6
sale, spinoff or similar separation from the Company by whatever means of the
Company's apparel businesses shall not constitute a Change in Control hereunder.
(e) Notice. Any termination by the Company pursuant to paragraphs 7(b) or
7(c) above or by you pursuant to paragraph 7(d) above shall be communicated by
written Notice of Termination to the other party hereto. For the purposes
hereof, a "Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.
(f) Date of Termination. "Date of Termination" shall mean (i) if your
employment is terminated by your death, the date of your death, and (ii) if your
employment is terminated for any other reason, the date on which a Notice of
Termination is given.
8. Compensation Upon Termination of Employment or During Disability.
Subject to paragraph 8(e) below:
(a) Death. If your employment shall be terminated by reason of your death,
the Company shall pay, to such person as you shall designate in a notice filed
with the Company, or, if no such person shall be designated, to your estate the
sum of (i) an amount equal to any accrued but unpaid Base Salary at the time of
your death and (ii) an amount equal to any accrued but unpaid bonus under the
1999 Bonus Plan or any bonus payable pursuant to any Future Bonus Plans, to the
extent earned but not paid with respect to any year prior to the year in which
your death occurs. In addition, provided that the performance goals established
under the applicable program are met, the Company shall, at such time, pay to
such payee a pro rata portion (based on the number of days worked) of the bonus
payable under the 1999 Bonus Plan or any Future Bonus Plan in effect for the
year in which your death occurs. Furthermore, you shall retain all stock options
that are vested in accordance with the terms of the 1997 Incentive Plan and
related grant letter(s) controlling such stock options (including, without
limitation, the Options described in paragraph 3(a)(iii) above), with such
options remaining exercisable for one year from the date of your death and you
shall receive such additional benefits as may be provided by the then existing
plans, programs and/or arrangements of the Company. This amount and these
benefits shall be exclusive of and in addition to the life insurance provided
for in paragraph 5(b) hereof and any payments your widow, beneficiaries or
estate may be entitled to receive pursuant to any pension or employee benefit
plan maintained by the Company. Your designated beneficiary or the executor of
your estate, as the case may be, shall accept the payment provided for in this
paragraph 8 in full discharge and release of the Company of and from any further
obligations under this Agreement.
<PAGE>
Mr. Michael L. Fulbright
Page 7
(b) Disability. During any period that you fail to perform your duties
hereunder as a result of incapacity due to physical or mental illness, you shall
continue to receive your full Base Salary until your employment is terminated
pursuant to paragraph 7(b) hereof. If your employment is terminated by the
Company pursuant to paragraph 7(b), the Company shall pay any accrued but unpaid
bonus under the 1999 Bonus Plan or any bonus payable pursuant to any Future
Bonus Plans, to the extent earned but not paid with respect to any year prior to
the year in which your disability occurs. In addition, provided that the
performance goals established under the applicable program are met, the Company
shall, at such time, pay to you a pro rata portion (based on the number of days
worked) of the bonus payable under the 1999 Bonus Plan or any Future Bonus Plan
in effect for the year in which your disability occurs. Furthermore, you shall
retain all stock options that are vested in accordance with the terms of the
1997 Incentive Plan and related grant letter(s) controlling such stock options
(including, without limitation, the Options described in paragraph 3(a)(iii)
above), with such options remaining exercisable for one year from the date of
your disability and you shall receive such additional benefits as may be
provided by the then existing plans, programs and/or arrangements of the
Company. During any such period and thereafter you shall continue to be subject
to the obligations provided for in paragraph 9 below in accordance with the
terms of such paragraph 9.
(c) Cause or Other Than Good Reason. If your employment shall be terminated
for Cause or you shall terminate your employment other than for Good Reason, the
Company shall be discharged and released of and from any further obligations
under this Agreement except for any accrued and unpaid Base Salary through the
Date of Termination. Thereafter you shall continue to have the obligations
provided for in paragraph 9 below. Nothing contained herein shall be deemed to
be a waiver by the Company of any rights that it may have against you in respect
of your actions which gave rise to the termination of your employment for Cause
or for any reason other than for Good Reason.
(d) Other Than for Cause or For Good Reason. If the Company shall terminate
your employment other than pursuant to paragraphs 7(b) or 7(c) hereof or if you
shall terminate your employment for Good Reason pursuant to paragraph 7(d)
hereof, then:
(i) The Company shall continue to pay you your Base Salary without
interest through the later of (A) October 31, 2001 and (B) one year from the
Date of Termination, in accordance with normal payroll practices; provided,
however, that in the event of your death prior to the expiration of payment
hereunder, your estate or your beneficiary shall have the right to elect to
receive the remaining amount hereunder in a lump sum payment; and provided,
further, that if you shall terminate your employment by reason of a Change in
Control pursuant to clause (C) of paragraph 7(d) hereof or if you terminate your
employment for Good Reason based on the Company's breach (and failure to cure
such breach within the ten (10) day cure period) of paragraphs 3 through 5
hereof, you shall have the option to
<PAGE>
Mr. Michael L. Fulbright
Page 8
require the Company to pay you the full amount required by this paragraph
8(d)(i) in one lump sum on the business day immediately following the Date of
Termination;
(ii) The Company shall continue to pay you, at the same time payable to
other participants in the 1999 Bonus Plan or any Future Bonus Plan, an amount
equal to the sum of (A) any bonus earned as of the Date of Termination under the
1999 Bonus Plan or any Future Bonus Plan for a fiscal year ending prior to the
Date of Termination but not paid as of such date, (B) a pro rata portion (based
on the number of days worked) of the target bonus payable under the 1999 Bonus
Plan (which target shall be 50% of your Base Salary ($275,000)) or any Future
Bonus Plan in effect for the fiscal year in which your Date of Termination
occurs (determined without regard to whether the performance goals established
under the applicable program are met) and (C) an amount equal to your target
bonus (which target shall be 50% of your Base Salary ($275,000)) under the 1999
Bonus Plan or any Future Bonus Plan in effect for the fiscal year in which your
Date of Termination occurs (determined without regard to whether the performance
goals established under the applicable program are met), multiplied by the
greater of (x) the number (not in excess of 2.67) of years and fractions of
years remaining in the Employment Period or (y) one; provided, however, that if
you shall terminate your employment by reason of a Change in Control pursuant to
clause (C) of paragraph 7(d) hereof or if you terminate your employment for Good
Reason based on the Company's breach (and failure to cure such breach within the
ten (10) day cure period) of paragraphs 3 through 5 hereof, you shall have the
option to require the Company to pay you the full amount required by this
paragraph 8(d)(ii) in one lump sum on the business day immediately following the
Date of Termination;
(iii) You shall immediately become fully vested in any stock options
previously granted to you hereunder or otherwise, with such options remaining
exercisable for one year from the date of your termination of employment; and
(iv) The Company shall maintain in full force and effect, for your
continued benefit through (A) the later of October 31, 2001 and (B) one year
from the Date of Termination, all employee benefit plans and programs providing
medical, dental and/or life insurance benefits in which you (and, in the case of
medical and dental insurance, your spouse) were entitled to participate
immediately prior to the Date of Termination; provided, however that your
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that your participation in any such plan
or program is barred, the Company shall provide you (and your spouse) with
comparable benefits under a mirror benefit plan. Notwithstanding the above, if
you are employed by a new employer and you (and your spouse) are eligible to and
have elected to receive comparable coverage from such employer (including the
waiver of any pre-existing condition limitation) at a comparable cost to you,
you shall no longer be eligible to receive coverage under this paragraph.
<PAGE>
Mr. Michael L. Fulbright
Page 9
(e) Parachute Payment. Notwithstanding anything herein to the contrary, if
any of the payments or benefits received or to be received by you in connection
with a Change in Control or your termination of employment (whether such
payments or benefits are provided pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company, any person whose actions
result in a Change in Control or any person affiliated with the Company or such
person) (such payments or benefits being hereinafter referred to as the "Total
Payments") would be subject to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
the payments under this paragraph 8 hereof shall be reduced (by the minimal
amount necessary) so that no portion of the Total Payments is subject to the
Excise Tax.
For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (the "Tax
Counsel") selected by the Company and reasonably acceptable by you, such
payments or benefits (in whole or in part) do not constitute parachute payments,
including by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess
parachute payments" within the meaning of Section 280G(b)(1) of the Code shall
be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel,
such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section
280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by Tax Counsel in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.
9. Restrictive Covenants and Confidentiality; Injunctive Relief.
(a) You agree, as a condition to the performance by the Company of its
obligations hereunder, particularly its obligations under paragraphs 3 through 5
hereof, that from the Effective Date through October 31, 2001 and during the
additional period, if any, extending until the due date of the final payment
owed to you by the Company following any termination of your employment by the
Company other than pursuant to paragraphs 7(b) or 7(c) hereof or by you for Good
Reason pursuant to paragraph 7(d) hereof (but without regard to any election by
you to take any such payment in a lump sum), and, with respect to clauses (i)
and (ii) below but not clause (iii) below, during the further period of six (6)
months following October 31, 2001 or the end of any such additional period, you
shall not, without the prior written approval of the Board, directly or
indirectly through any other person, firm or corporation:
(i) Solicit, raid, entice or induce any person, firm or corporation that
presently is or at any time during the term of your employment hereunder shall
be a customer of the
<PAGE>
Mr. Michael L. Fulbright
Page 10
Company, or any wholly owned subsidiaries, to become a customer of any other
person, firm or corporation, and you shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly approve the taking of
such actions by any other person;
(ii) Solicit, raid, entice or induce any person that presently is or at
any time during the term of your employment hereunder shall be an employee of
the Company, or any wholly owned subsidiaries, to become employed by any person,
firm or corporation, and you shall not approach any such employee for such
purpose or authorize or knowingly approve the taking of such actions by any
other person; or
(iii) Engage, participate, make any financial investment in, or become
employed by any person, firm, corporation or other business enterprise in the
United States which is engaged, directly or indirectly, during the Employment
Period or at the time of the termination of your employment, as the case may be,
which (x) engages in the sale of products substantially the same as the products
of the Company and/or any of its subsidiary companies or (y) has substantially
the same customer base for the same products as the Company and/or any of its
subsidiary companies. The foregoing covenant shall not be construed to preclude
you from making any investments in the securities of any company, whether or not
engaged in competition with the Company and/or any of its subsidiary companies,
to the extent that such securities are actively traded on a national securities
exchange or in the over-the-counter market in the United States or any foreign
securities exchange and, after giving effect to such investment, you do not
beneficially own securities representing more than 5% of the combined voting
power of the voting securities of such company; provided, however that nothing
contained in this clause (iii) shall preclude you from continuing to own any
securities that you own as of the date hereof.
(b) Recognizing that the knowledge, information and relationship with
customers, suppliers, and agents, and the knowledge of the Company's and its
subsidiary companies' business methods, systems, plans and policies which you
shall hereafter establish, receive or obtain as an employee of the Company or
its subsidiary companies, are valuable and unique assets of the respective
businesses of the Company and its subsidiary companies, you agree that, during
and after the term of your employment hereunder, you shall not (otherwise than
pursuant to your duties hereunder) disclose or use, without the prior written
approval of the Board, any such knowledge or information pertaining to the
Company or any of its subsidiary companies, their business, personnel or
policies, to any person, firm, corporation or other entity, for any reason or
purpose whatsoever. The provisions of this paragraph 9 shall not apply to
information which is or shall become generally known to the public or the trade
(except by reason of your breach of your obligations hereunder), information
which is or shall become available in trade or other publications, information
known to you prior to entering the employ of the Company (other than by reason
of your membership on the Board), and information which you are required to
disclose by law or an order of a court of competent
<PAGE>
Mr. Michael L. Fulbright
Page 11
jurisdiction (provided that prior to your disclosure of any such information you
shall provide the Company with reasonable notice and a reasonable opportunity to
seek a protective order to prevent such disclosure).
(c) The provisions of paragraphs 9(a) and 9(b) above shall survive the
termination of your employment hereunder, to the extent provided therein.
(d) You acknowledge that the services to be rendered by you are of a
special, unique and extraordinary character and, in connection with such
services, you will have access to confidential information vital to the
Company's and its subsidiary companies' businesses. By reason of this, you
consent and agree that if you violate any of the provisions of this Agreement
with respect to diversion of the Company's or its subsidiary companies'
customers or employees, non-competition or confidentiality, the Company and its
subsidiary companies would sustain irreparable harm and, therefore, in addition
to any other remedies which the Company may have under this Agreement or
otherwise, the Company shall be entitled to an injunction restraining you from
committing or continuing any such violation of this Agreement.
10. Deductions and Withholdings. The Company shall be entitled to withhold
any amounts payable under this Agreement on account of payroll taxes and similar
matters as are required by applicable law, rule or regulation of appropriate
governmental authorities.
11. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to you, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms as you
would be entitled to hereunder if you terminated your employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall include any successor to
the Company's business and/or assets as aforesaid which executes and delivers
the agreement provided for in this paragraph 11 or which otherwise becomes bound
by all the terms and provisions of this Agreement by operation of law.
(b) This Agreement and all your rights hereunder shall inure to the benefit
of and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
should die while any amounts would still be
<PAGE>
Mr. Michael L. Fulbright
Page 12
payable to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your devisee, legatee, or other designee or, if there be no such
designee, to your estate. Your obligations hereunder may not be delegated, and
except as otherwise provided herein relating to the designation of a devisee,
legatee or other designee, you may not assign, transfer, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any of your rights
hereunder, and any such attempted delegation or disposition shall be null and
void and without effect.
12. Notice. For purposes of this Agreement, notices and all other
communications provided for shall be in writing and shall be deemed to have been
duly given when delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to you:
Michael L. Fulbright
1940 Dinsmore Road
Alpharetta, Georgia 30201
with a copy to:
Troutman Sanders LLP
5200 NationsBank Plaza
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
Attention: Alexander P. Woollcott, Esq.
If to the Company:
JPS Textile Group, Inc.
555 North Pleasantburg Drive, Suite 202
Greenville, South Carolina 29607
Attention: Board of Directors
with a copy to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention: Simeon Gold, Esq.
<PAGE>
Mr. Michael L. Fulbright
Page 13
or to such other address as any 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.
13. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by you and by 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. This Agreement constitutes the complete understanding
between the parties with respect to your employment and supersedes any other
prior oral or written agreements, arrangements or understandings between you and
the Company. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. This Agreement may
not be changed or terminated orally but only by an agreement in writing signed
by the parties hereto. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
South Carolina.
14. Arbitration. All differences, claims or matters in dispute arising out
of this Agreement, the breach hereof or otherwise arising between the Company or
any of its affiliates and you shall, at the election of either party, by notice
to the other, be submitted to arbitration by the American Arbitration
Association or its successor, in Greenville, South Carolina. Such arbitration
shall be governed by the then existing rules of the American Arbitration
Association and the laws of the State of South Carolina as then in effect. The
expenses, including your reasonable attorneys' fees, in connection with such
arbitration shall be borne by the Company.
15. Validity; Effectiveness. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
<PAGE>
Mr. Michael L. Fulbright
Page 14
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
If the foregoing is satisfactory, please so indicate by signing and
returning to the Company the enclosed copy of this letter whereupon this will
constitute our agreement on the subject.
JPS TEXTILE GROUP, INC.
By: /s/ Robert J. Capozzi
---------------------------------
Robert J. Capozzi
As Authorized Agent
ACCEPTED AND AGREED TO:
/s/ Michael L. Fulbright
- ---------------------------------
Michael L. Fulbright
Exhibit 10.3
STOCK OPTION AGREEMENT
GRANTED TO: Michael L. Fulbright
DATE OF GRANT: February 28, 1999
GRANTED PURSUANT TO: JPS Textile Group, Inc. 1997 Incentive and
Capital Accumulation Plan
NUMBER OF UNDERLYING
SHARES OF COMMON
STOCK: 500,000 Shares
EXERCISE PRICE: $3.125 per share
Stock Options as defined in the Company's 1997 Incentive and Capital
Accumulation Plan (the "Plan") are referred to herein as "an Option" or "the
Options".
1. This Stock Option Agreement (the "Agreement") is made and entered into
as of February 28, 1999, between JPS Textile Group, Inc., a Delaware corporation
(the "Company"), and Michael L. Fulbright ("Employee").
2. Employee is granted an Option by the Compensation Committee of the
Company's Board of Directors (the "Committee") to purchase an aggregate of
500,000 shares of Common Stock pursuant to the Plan. Capitalized terms not
defined herein shall have the meanings ascribed thereto in the Plan.
3. Subject to Paragraphs 4 and 5 below, the Options shall be exercisable,
on a cumulative basis, as follows:
166,668 shares shall vest as of March 1, 1999 and 166,666 shares
shall vest on each of March 1, 2000 and March 1, 2001.
NYFS09...:\75\55175\0004\1924\AGR2239J.46C
<PAGE>
4. Subject to Paragraph 5 below, the unexercised portion of the Option,
unless sooner terminated, shall expire on the tenth anniversary of the Effective
Date (the "Expiration Date") and, notwithstanding anything contained herein to
the contrary, no portion of the Option may be exercised after such date.
5. If prior to the Expiration Date, Employee's employment with the Company
or any subsidiary corporation terminates, the Option will terminate on the
applicable date as described below, provided, however, that none of the events
described below shall extend the period of exercisability beyond the Expiration
Date:
(a) If the employment of Employee is terminated by reason of
Employee's death either while in the employ of the Company or any subsidiary
corporation, the Employee shall retain all Options that are vested as of the
date of termination, which Options shall remain exercisable for twelve (12)
months after Employee's death and shall be exercisable by the executor or
administrator of the estate of the deceased Employee or the person or persons to
whom the deceased Employee's rights under the Option shall pass by will or the
laws of descent or distribution;
(b) If the employment of Employee is terminated by the Company for
reason of Employee's "permanent disability" (as defined below), the Employee
shall retain all Options that are vested as of the date of termination, which
Options shall remain exercisable for twelve (12) months after Employee became
permanently disabled; provided, however, that if Employee dies within six months
following such disability and Employee has not exercised the Option, the Option
shall remain exercisable for an additional twelve (12) months after Employee's
death and shall be exercisable by the executor or administrator of Employee's
estate or the person or persons to whom Employee's rights under the Option shall
pass by will or the laws of descent or distribution;
(c) If the employment of Employee is terminated by the Company other
than for "Cause" (as defined below) or is terminated by the Employee for "Good
Reason" (as defined below), the Option to the extent not theretofore exercised
shall become fully vested and remain exercisable for twelve (12) months after
the date of termination of employment; and
(d) If the employment of Employee is terminated (i) by the Company
for "Cause" or (ii) by the Employee for other than "Good Reason," the
2
<PAGE>
Option shall, to the extent not theretofore exercised, immediately become null
and void.
(e) Upon the occurrence of a "Change in Control" (as defined below),
the Option shall fully vest and shall remain exercisable for twelve (12) months
after the date of termination of employment upon a Change in Control.
For purposes of this Agreement, the terms "permanent disability",
"Cause" and "Good Reason" shall have the meanings ascribed to such terms in the
Employee's employment agreement with the Company, dated February 28, 1999 as
amended from time to time (the "Employment Agreement"), and the term "Change in
Control" shall have the meaning ascribed to such term in the Employment
Agreement.
6. Employee may exercise the Option regardless of whether any other option
that Employee has been granted by the Company remains unexercised. In no event
may Employee exercise the Option for a fraction of a share or for less than 100
shares unless the number purchased is the remaining balance for which the Option
is then exercisable.
7. The Option's exercise price shall be paid by Employee on the date the
Option is exercised, in full in cash or shares of Common Stock or by delivering
a properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price, in accordance with
the provisions of Section 6(b) of the Plan.
8. The Company may withhold from sums due or to become due to Employee
from the Company an amount necessary to satisfy its obligation to withhold taxes
incurred by reason of the issuance or disposition of shares pursuant to the
Option, or may require Employee to reimburse the Company in such amount as a
condition to the issuance of the Common Stock issuable upon such exercise.
9. Employee shall not have any of the rights of a stockholder with respect
to the shares of Common Stock underlying the Option while the Option is
unexercised.
10. Any exercise of this Option shall be in writing addressed to the
Corporate Secretary of the Company at the principal place of business of the
3
<PAGE>
Company, specifying the Option being exercised and the number of shares to be
purchased, accompanied by payment therefor.
11. This Option shall not be transferable otherwise than by will or the
laws of descent and distribution, and shall be exercisable, during Employee's
lifetime, only by Employee. Notwithstanding the foregoing, this Option may be
transferred by Employee solely to Employee's spouse, siblings, parents, children
and grandchildren or trusts for the benefit of such persons.
12. If the Company, in its sole discretion, shall determine that it is
necessary, to comply with applicable securities laws, the certificate or
certificates representing the shares purchased pursuant to the exercise of the
Option shall bear an appropriate legend in form and substance, as determined by
the Company, giving notice of applicable restrictions on transfer under or in
respect of such laws.
13. Employee covenants and agrees with the Company that if, at the time of
exercise of the Option, there does not exist a Registration Statement with
respect to the shares subject to the Option on an appropriate form under the
Securities Act of 1933, as amended (the "Act"), which Registration Statement
shall have become effective and shall include a prospectus that is current with
respect to the shares subject to the Option, (i) that he or she is purchasing
the shares for his or her own account and not with a view to the resale or
distribution thereof, (ii) that any subsequent offer for sale or sale of any
such shares shall be made either pursuant to (x) a Registration Statement on an
appropriate form under the Act, which Registration Statement shall have become
effective and shall be current with respect to the shares being offered and
sold, or (y) a specific exemption from the registration requirements of the Act,
but in claiming such exemption, Employee shall, prior to any offer for sale or
sale of such shares, obtain a favorable written opinion from counsel for or
approved by the Company as to the applicability of such exemption and (iii) that
Employee agrees that the certificates evidencing such shares shall bear a legend
to the effect of the foregoing.
14. This Agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan, which shall be controlling in the event of
any conflicting or inconsistent provisions.
15. This Agreement is not a contract of employment and the terms of
Employee's employment shall not be affected hereby or by any agreement referred
to herein except to the extent specifically so provided herein or therein.
Without
4
<PAGE>
limiting Employee's rights under the Employment Agreement, nothing herein shall
be construed to impose any obligation on the Company to continue Employee's
employment, and it shall not impose any obligation on Employee's part to remain
in the employ of the Company.
16. Employee acknowledges and agrees that neither the Company, its
shareholders nor its directors and officers, has any duty or obligation to
disclose to the Employee any material information regarding the business of the
Company or affecting the value of the Common Stock before or at the time of a
termination of the employment of Employee by the Company, including, without
limitation, any information concerning plans for the Company to make a public
offering of its securities or to be acquired by or merged with or into another
firm or entity.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
JPS TEXTILE GROUP, INC.
By: /s/ Robert J. Capozzi
-------------------------------
Robert J. Capozzi
As Authorized Agent
ACCEPTED:
/s/ Michael L. Fulbright
- -------------------------------
Michael L. Fulbright
5
Exhibit 10.4
FIRST AMENDMENT TO THE
JPS TEXTILE GROUP, INC.
1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
WHEREAS, JPS Textile Group, Inc. (the "Company") has
previously adopted the JPS Textile Group, Inc. 1997 Incentive and Capital
Accumulation Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company desires to
increase the aggregate number of shares of Common Stock that may be granted
under the Plan and that may be granted to any individual, subject to approval by
the shareholders of the Company;
NOW, THEREFORE, the Plan is hereby amended, effective February
28, 1999, but subject to approval by the shareholders of the Company, to restate
Section 5 thereof in its entirety as follows:
5. Common Stock Available Under the Plan. The aggregate number
of shares of Common Stock that may be subject to Benefits, including Stock
Options, granted under this Plan shall be 1,353,485 shares of Common Stock which
may be authorized and unissued or treasury shares, subject to any adjustments
made in accordance with Section 12 hereof. The maximum number of shares of
Common Stock with respect to which Benefits may be granted or measured to any
individual participant under the Plan during the term of the Plan shall not
exceed 1,353,485, provided, however, that the maximum number of shares of Common
Stock with respect to which Stock Options and Stock Appreciation Rights may be
granted to an individual participant under the Plan during the term of the Plan
shall not exceed 525,000 (in each case, subject to adjustments made in
accordance with Section 12 hereof). Other than those shares of Common Stock
subject to Benefits that are cancelled or terminated as a result of the
Committee's exercise of its discretion with respect to Performance-Based Awards
as provided for in Section 11 hereof, any shares of Common Stock subject to a
Stock Option or Stock Appreciation Right which for any reason is cancelled or
terminated without having been exercised, any shares subject to Stock Awards,
Performance Awards or Stock Units which are forfeited, any shares subject to
performance Awards settled in cash or any shares delivered to the Company as
part or full payment for the exercise of a Stock Option or Stock Appreciation
Right shall again be available for Benefits under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Benefits but shall not apply for purposes of
determining the maximum number of shares of common Stock with respect to which
Benefits (including the maximum number of shares of Common Stock subject to
Stock Options and Stock Appreciation Rights) that may be granted to any
individual participant under the Plan.
IN ALL OTHER RESPECTS, the Plan is hereby ratified and
confirmed.
NY2:\285692\01\64FW01!.DOC\55175.0004
Exhibit 99.1
CONTACT: Monnie L. Broome
Vice President, Human Resources
JPS TEXTILE GROUP NAMES MICHAEL L. FULBRIGHT CHAIRMAN AND
CEO AS JERRY E. HUNTER RETIRES
GREENVILLE, S.C. (March 1, 1999) - The Board of Directors of JPS Textile
Group, Inc. (Nasdaq/NM: JPST) today announced that Michael L. Fulbright has been
elected Chairman, President and Chief Executive Officer, effective today. Mr.
Fulbright replaces Jerry E. Hunter, 63, who retired effective February 27, 1999.
In making the announcement, JPS Board member Robert J. Capozzi
stated, "The Board extends its appreciation to Jerry for the contributions he
has made during his 21-year tenure with the Company and wishes him well in his
retirement. We are pleased to have Michael taking over the reins of the Company.
He is an outstanding individual with demonstrated industry leadership and
management experience. As a member of the JPS Board since November 1997, he is
very familiar with the operations of the Company, the industry pressures facing
our business, and the significant opportunities before us."
Mr. Fulbright, 49, most recently was chairman, president and chief
officer of The Bibb Company until its merger in October 1998 with Dan River.
Prior to Bibb, he spent more than 25 years in the consumer products, industrial
products and apparel fabric segments of the textile industry, including
management positions with West Point Pepperell, Springs Industries and Cone
Mills. He is a native of Georgia and a graduate of Georgia Tech and Harvard
Business School's Advanced Management Program. Mr. Fulbright and his wife will
relocate to the Greenville area.
"I am very pleased to be joining JPS and look forward to working
with the entire JPS team," said Mr. Fulbright. "The textile industry has been
under extreme global pressure over the past year and that scenario is likely to
continue for some time. That being said, we have significant opportunities in
our industrial products segment, which currently represents approximately our
revenues. Further,
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<PAGE>
we plan to intensify apparel fabric initiatives that are designed to improve
quality, reduce cost, rationalize production and deliver industry leading
service."
JPS Textile Group, Inc. is a major U.S. manufacturer of specialty
extruded and woven materials for a number of applications, and greige goods
(unfinished woven fabrics) and yarn principally used in the manufacture of
apparel. JPS specialty industrial products are used in a wide range of
applications, including: commercial and institutional roofing; reservoir and
landfill liners and covers; printed circuit boards; advanced composite
materials; tarpaulins; awnings; athletic tapes; wallboard tapes and tile
backings; security glazing; athletic shoes; and medical, automotive and
industrial components. Headquartered in Greenville, South Carolina, the Company
operates through its JPS Elastomerics and JPS Converter and Industrial
subsidiaries and has 10 manufacturing plants in five states.
The press release contains statements of a forward-looking nature
regarding future events. These statements are only predictions and actual events
may differ materially. Please refer to documents that JPS files from time to
time with the Securities and Exchange Commission for a discussion of certain
factors that could cause actual results to differ materially from those
contained in the forward-looking statements.
- END -
2
