EXHIBIT 10 (j)(1)
FORM OF AGREEMENT WITH MR. OLIN KING
Mr. King relinquished his position as Chairman of the Board of Directors as of
June 30, 2000, the end of the Company's fiscal year. On June 30, 2000, Mr. King
resigned from the Executive Committee and became a member of the Investment
Committee. On June 30, 2000, Mr. King was given the title Chairman Emeritus to
reflect his contribution to the Company over the years, but he will have no
executive or administrative responsibilities attached to that position.
Mr. King received his salary through June 30, 2000 and a bonus of .67% of the
Company's annual net income accrued through December 31, 1999, paid on February
15, 2000. He received a performance bonus for his services to the Company of
$400,000, paid on June 30, 2000. All unvested options held by him fully vested
on June 30, 2000. The original terms of the options (other than the vesting
provision), remain in full force and effect. A grant of 1999 options for 25,000
shares was made at the annual meeting of the Board in October 1999. The Company
will provide, directly or indirectly, at its expense, health insurance for Mr.
and Mrs. King substantially in scope as provided during Mr. King's employment,
subject to integration with Medicare and Medicaid. This insurance would be
provided so long as Mr. King is a Director of the Company. In the event that he
elects to extend this health insurance past his tenure as a Director, the
Company will pay the premium in effect at that time and he would be responsible
for any excess. Any extension of coverage, as well as the initial coverage, will
cease on his death.
Mr. King can sell his stock in the Company at any time subject to applicable
Securities Act rules, including no more than two registrations on Form S-3. The
Company will provide Mr. King with an office and a secretary at a suitable
location to be determined from time to time by the CEO The Key Man term life
insurance policy and a term life insurance policy as part of an employee benefit
plan supplement will be canceled.
