<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 13, 1993
LAURENTIAN CAPITAL CORPORATION
Commission File No.: 0-8403
Incorporated in the I.R.S. Employer Identification No.
State of Delaware 59-1611314
640 Lee Road Suite 303
Wayne, Pennsylvania 19087
Registrant's Telephone Number
Including Area Code: 610/889-7400
Exhibit Index at page 4.
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Item 5. OTHER EVENTS.
On December 13, 1993 the Company entered into a Change of Control
Agreement with Robert T. Rakich, President and Chief Executive Officer of the
Company, a copy of which is attached hereto as Exhibit A and made a part
hereof.
On December 13, 1993 the Company entered into a Change of Control
Agreement with Bernhard M. Koch, Secretary of the Company, a copy of which is
attached hereto as Exhibit B and made a part hereof.
Item 6. EXHIBITS.
Exhibit A Change of Control Agreement with Robert T. Rakich
dated December 13, 1993.
Exhibit B Change of Control Agreement with Bernhard M. Koch
dated December 13, 1993.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAURENTIAN CAPITAL CORPORATION
BY: /S/ BERNHARD M. KOCH
--------------------------------------
Bernhard M. Koch
Secretary
March 14, 1994
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EXHIBIT INDEX
Page
Number
------
Exhibit A Change of Control Agreement with Robert T. Rakich 5
dated December 13, 1993.
Exhibit B Change of Control Agreement with Bernhard M. Koch 18
dated December 13, 1993.
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Exhibit A
CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT made this 13th day of December, 1993, between
Laurentian Capital Corporation (the "Company") and Robert T. Rakich, presently
President and Chief Executive Officer of the Company ("Executive").
WHEREAS, the Company recognizes that Executive's contribution to
the growth and success of the Company has been substantial and desires to
assure the Company of Executive's continued employment; and
WHEREAS, in this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly-held
corporations and their subsidiaries, the possibility of a change in control
may exist and that such possibility and the uncertainty which it may raise
among management may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
Executive to his assigned duties without
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distractions arising from the possibility of a change in control of the
Company; and
WHEREAS, in order to take such steps with respect to Executive and
to induce Executive to remain in the employ of the Company, the Company has
agreed that Executive shall receive certain severance payments as set forth
below in the event his employment with the Company is terminated subsequent to
a change in control of the Company, on the terms and under the circumstances
described below.
NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:
1. OPERATION OF AGREEMENT
This Agreement shall be effective immediately upon its execution
by the parties, but, anything in this Agreement to the contrary
notwithstanding, shall become operative only upon a "Change in Control of the
Company" as defined in Section 2 hereof.
2. CHANGE IN CONTROL OF THE COMPANY
(a) For purposes of this Agreement, a "Change in Control of the
Company" or "Change of Control" shall be deemed to have occurred upon the
occurrence of any of the following:
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(i) a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or
Item 403(c) of Regulation S-K, or any successor thereto, promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Company is then subject to such reporting requirement;
(ii) any "person" (as defined in Sections 13(d) and 14(d) of
the Exchange Act) who does not currently beneficially own such securities
hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities representing fifty
percent (50%) or more of the combined voting power of the then outstanding
securities of a Current Controlling Person of the Company (any person who is
currently the beneficial owner of 50% or more of the Combined voting power of
the Company's outstanding securities being referred to herein as a "Current
Controlling Person of the Company");
(iii) there shall be elected to the Board four or more
persons who are not elected or nominated for election to the Board by the
current directors or directors whose successors were ultimately nominated or
elected by the current directors; or
(iv) the shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than a merger or
consolidation which would result in the
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voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(v) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets.
(b) Anything in this Agreement to the contrary notwithstanding,
if an event described in Section 2(a) occurs (a "Change of Control Event") and
if the Executive's employment with the Company is terminated prior to the date
on which the Change of Control Event occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (i) was at
the request of a third party who has taken steps reasonably calculated to
effect the Change of Control Event or (ii) otherwise arose in connection with
or anticipation of the Change of Control Event, then for all purposes of this
Agreement a Change of Control shall be deemed to have occurred on the date
immediately prior to the date of such termination of employment.
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3. SEVERANCE PAYMENT ON TERMINATION OF EMPLOYMENT
(a) If, within the eighteen-month period subsequent to a Change of
Control (the "Post-Change Period"), the Executive's employment by the Company
shall be terminated: (i) by the Company (other than for Cause, as defined in
Section 5, or for Retirement, as defined in Section 4); or (ii) by Executive
for Good Reason, as defined in Section 6; the Company shall pay Executive a
severance payment (the "Total Severance Amount") determined in accordance with
Section 3(b).
(b) The Total Severance Amount shall be an amount equal to (i)
eighteen (18) times the highest monthly base salary paid by the Company and
includible in the Executive's gross income during the twelve-month period
ending before the Change of Control (the "Base Severance Amount"), plus (ii)
the "Prorated Bonus Payment" defined in Section 3(c), if any.
(c) If, immediately prior to the date of termination of
Executive's employment by the Company ("Termination Date"), there is in effect
a bonus plan applicable to Executive, the "Prorated Bonus Payment" shall be
calculated by multiplying (i) the amount of bonus which would have been
payable to Executive for the full year in which the Termination Date occurred
if Executive had remained employed by the Company for the full year,
multiplied by (ii) a fraction, the numerator of which shall be the number of
days elapsed in such year prior to the Termination Date, and the
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denominator of which shall be 365. The Prorated Bonus Payment, if any, shall
be paid to the Executive promptly after the determination by the Company of
annual bonus amounts for the year as to which the Prorated Bonus Payment is
calculated.
(d) Executive may opt to continue to participate, at levels not
less than those existing on the day before the Change of Control or the
Termination Date, at Executive's election, in the Company's health and
hospital plan for a period of two years from the Termination Date, by giving
written notice to the Company of such election within thirty (30) days of the
Termination Date. In such event, the Present Value, as defined in Internal
Revenue Code Section 280G, of such continued benefits shall be deducted from
the Base Severance Amount, and the balance paid to the Executive in cash. If
the Executive does not elect such continued benefit, all of the Base Severance
Amount shall be paid to the Executive in cash. In either event, the cash
portion of the Base Severance Amount shall be paid to the Executive within
thirty (30) days after the Termination Date.
(e) The payment of the amounts provided for herein shall not
affect the obligations of the Company or its successors, under any plan, other
agreement or arrangement pursuant to which Executive is entitled to any
retirement, pension, stock or insurance benefits, or payments or welfare
contributions applicable to retired management employees of the Company,
generally.
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4. TERMINATION UPON RETIREMENT
Termination by the Company or by Executive of Executive's
employment by reason of "Retirement" shall mean termination on or after
Executive's "normal retirement date", as defined in the Company's Retirement
Plan as of the date hereof, or in accordance with any retirement arrangement
established with Executive's consent with respect to the Executive.
5. TERMINATION FOR CAUSE
Termination by the Company of Executive's employment for "Cause"
shall mean termination upon: (a) the willful and continued failure by
Executive to substantially perform his duties with the Company (other than any
such failure resulting in termination by Executive for Good Reason), after a
written demand for substantial performance is delivered to Executive that
specifically identifies the manner in which the Company believes that the
Executive has not substantially performed his duties, and Executive has failed
to resume substantial performance of his duties on a continuous basis within
fourteen (14) days of receiving such demand; (b) the willful engaging by
Executive in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise; or (c) Executive's conviction of a felony or
conviction of a misdemeanor which impairs Executive's ability substantially to
perform his duties with the Company. For purposes of this Section, an act, or
failure to act, on Executive's part shall be not be deemed "willful" if it is
done, or omitted to be done, by Executive
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in good faith and with reasonable belief that Executive's action or omission
was in the best interest of the Company.
6. TERMINATION BY EXECUTIVE FOR GOOD REASON
Executive shall be deemed for the purposes of this Agreement to
have terminated his employment for "Good Reason" if he terminates his
employment after the occurrence (other than such as may be isolated,
unsubstantial and inadvertent on the Company's part and which is remedied
promptly by the Company after receipt of notice from Executive), without
Executive's express written consent and after a Change in Control of the
Company, of any one or more of the following:
(a) the assignment to Executive of duties which are
substantially inconsistent with his duties, responsibilities and status
(including offices, titles and reporting requirements) or a substantial
reduction or alteration in the nature or status of Executive's
responsibilities from the most significant of those in effect during the
six-month period immediately preceding the Change of Control;
(b) a reduction by the Company in Executive's total compensation
(including, without limitation, salary, bonus, benefits and any perquisite
allowance) as in effect on the date hereof, or as the same shall be increased
from time to time, by more than 20%;
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(c) the failure by the Company to continue Executive's
participation in any of the Company's employee benefit, incentive, fringe
benefit (including vacation), expense reimbursement or office support and
personal staff policies, plans, practices or arrangements, including, but not
limited to, those plans, policies and arrangements maintained solely for the
benefit of key management personnel, in which Executive participates, on
substantially the same basis as those provided generally from time to time
after the Change of Control to other peer executives of the Company and its
affiliated companies; or
(d) the failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform
this Agreement.
7. LEGAL FEES AND EXPENSES
The Company shall pay any legal fees and expenses incurred by
Executive as a result of termination of employment as provided hereunder
(including all such fees and expenses, if any, in contesting any action of the
Company); in seeking to enforce any right or benefit provided by this
Agreement; or in connection with any tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Internal Revenue Code
to any payment or benefit provided hereunder.
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8. MITIGATION; DISPUTES
(a) Executive shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another employer after the Termination Date, or otherwise.
(b) The Company's obligation to make the 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 the Executive or others.
(c) If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's employment by
the Company, whether such termination was for Cause, or (ii) in the event of
any termination of employment by the Executive, whether Good Reason existed,
then, unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that
the determination by the Executive of the existence of Good Reason was not
made in good faith, the Company shall pay all amounts, and provide all
benefits, to the Executive and/or the Executive's family or other
beneficiaries, as the case may be, that the Company would be required to pay
or provide pursuant to Section
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6 as though such termination were by the Company without Cause, or by the
Executive with Good Reason; provided, however, that the Company shall not be
required to pay any disputed amount pursuant to this paragraph except upon
receipt of an undertaking by or on behalf of the Executive to repay all such
amounts to which the Executive is ultimately adjudged by such court not be
entitled.
9. TERMINATION DATE
Termination Date shall mean the date of Executive's termination as
set forth in a notice from the Company to the Executive or the Executive to
the Company.
10. SUCCESSORS; BINDING AGREEMENT
This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributes, devisees and legatees. If Executive should
die while any amount would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement, to Executive's
devisee, legatee or other designee or, if there is no such designee, to
Executive's estate.
11. NOTICES
Any notices, requests, demands, and other communications provided
for by this Agreement shall be sufficient if in writing
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and if sent by registered or certified mail to the Executive at the last
address he has filed in writing to the Company or, in the case of the Company,
at its principal executive offices.
12. MISCELLANEOUS
No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer as may be specifically
designated by the Board.
13. VALIDITY
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 shall remain in full force and effect.
14. COUNTERPARTS
This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
15. NON-WAIVER
The Executive's or the Company's failure to immediately insist
upon strict compliance with any provision of this Agreement, including,
without limitation, the right of Executive to terminate employment for Good
Reason, shall not be deemed to be a waiver of
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such provision or right or any other provision or right of this Agreement.
IN WITNESS WHEREOF, the Company and Executive have executed this Change
of Control Agreement as of the date first above written.
COMPANY
LAURENTIAN CAPITAL CORPORATION
By /s/ Robert J. Hughes
-----------------------------
Its Secretary
----------------------------
EXECUTIVE
/s/ Robert T. Rakich
-----------------------------
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Exhibit B
CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT made this 13th day of December, 1993, between
Laurentian Capital Corporation (the "Company") and Bernhard M. Koch, presently
Senior Vice President, Treasurer and Chief Financial Officer, of the Company
("Executive").
WHEREAS, the Company recognizes that Executive's contribution to
the growth and success of the Company has been substantial and desires to
assure the Company of Executive's continued employment; and
WHEREAS, in this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly-held
corporations and their subsidiaries, the possibility of a change in control
may exist and that such possibility and the uncertainty which it may raise
among management may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
Executive to his assigned duties without
Page 18 of 30
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distractions arising from the possibility of a change in control of the
Company; and
WHEREAS, in order to take such steps with respect to Executive and
to induce Executive to remain in the employ of the Company, the Company has
agreed that Executive shall receive certain severance payments as set forth
below in the event his employment with the Company is terminated subsequent to
a change in control of the Company, on the terms and under the circumstances
described below.
NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:
1. OPERATION OF AGREEMENT
This Agreement shall be effective immediately upon its execution
by the parties, but, anything in this Agreement to the contrary
notwithstanding, shall become operative only upon a "Change in Control of the
Company" as defined in Section 2 hereof.
2. CHANGE IN CONTROL OF THE COMPANY
(a) For purposes of this Agreement, a "Change in Control of the
Company" or "Change of Control" shall be deemed to have occurred upon the
occurrence of any of the following:
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(i) a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or
Item 403(c) of Regulation S-K, or any successor thereto, promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Company is then subject to such reporting requirement;
(ii) any "person" (as defined in Sections 13(d) and 14(d) of
the Exchange Act) who does not currently beneficially own such securities
hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities representing fifty
percent (50%) or more of the combined voting power of the then outstanding
securities of a Current Controlling Person of the Company (any person who is
currently the beneficial owner of 50% or more of the Combined voting power of
the Company's outstanding securities being referred to herein as a "Current
Controlling Person of the Company");
(iii) there shall be elected to the Board four or more
persons who are not elected or nominated for election to the Board by the
current directors or directors whose successors were ultimately nominated or
elected by the current directors; or
(iv) the shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than a merger or
consolidation which would result in the
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voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(v) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets.
(b) Anything in this Agreement to the contrary notwithstanding,
if an event described in Section 2(a) occurs (a "Change of Control Event") and
if the Executive's employment with the Company is terminated prior to the date
on which the Change of Control Event occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (i) was at
the request of a third party who has taken steps reasonably calculated to
effect the Change of Control Event or (ii) otherwise arose in connection with
or anticipation of the Change of Control Event, then for all purposes of this
Agreement a Change of Control shall be deemed to have occurred on the date
immediately prior to the date of such termination of employment.
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3. SEVERANCE PAYMENT ON TERMINATION OF EMPLOYMENT
(a) If, within the eighteen-month period subsequent to a Change of
Control (the "Post-Change Period"), the Executive's employment by the Company
shall be terminated: (i) by the Company (other than for Cause, as defined in
Section 5, or for Retirement, as defined in Section 4); or (ii) by Executive
for Good Reason, as defined in Section 6; the Company shall pay Executive a
severance payment (the "Total Severance Amount") determined in accordance with
Section 3(b).
(b) The Total Severance Amount shall be an amount equal to (i)
eighteen (18) times the highest monthly base salary paid by the Company and
includible in the Executive's gross income during the twelve-month period
ending before the Change of Control (the "Base Severance Amount"), plus (ii)
the "Prorated Bonus Payment" defined in Section 3(c), if any.
(c) If, immediately prior to the date of termination of
Executive's employment by the Company ("Termination Date"), there is in effect
a bonus plan applicable to Executive, the "Prorated Bonus Payment" shall be
calculated by multiplying (i) the amount of bonus which would have been
payable to Executive for the full year in which the Termination Date occurred
if Executive had remained employed by the Company for the full year,
multiplied by (ii) a fraction, the numerator of which shall be the number of
days elapsed in such year prior to the Termination Date, and the
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denominator of which shall be 365. The Prorated Bonus Payment, if any, shall
be paid to the Executive promptly after the determination by the Company of
annual bonus amounts for the year as to which the Prorated Bonus Payment is
calculated.
(d) Executive may opt to continue to participate, at levels not
less than those existing on the day before the Change of Control or the
Termination Date, at Executive's election, in the Company's health and
hospital plan for a period of two years from the Termination Date, by giving
written notice to the Company of such election within thirty (30) days of the
Termination Date. In such event, the Present Value, as defined in Internal
Revenue Code Section 280G, of such continued benefits shall be deducted from
the Base Severance Amount, and the balance paid to the Executive in cash. If
the Executive does not elect such continued benefit, all of the Base Severance
Amount shall be paid to the Executive in cash. In either event, the cash
portion of the Base Severance Amount shall be paid to the Executive within
thirty (30) days after the Termination Date.
(e) The payment of the amounts provided for herein shall not
affect the obligations of the Company or its successors, under any plan, other
agreement or arrangement pursuant to which Executive is entitled to any
retirement, pension, stock or insurance benefits, or payments or welfare
contributions applicable to retired management employees of the Company,
generally.
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4. TERMINATION UPON RETIREMENT
Termination by the Company or by Executive of Executive's
employment by reason of "Retirement" shall mean termination on or after
Executive's "normal retirement date", as defined in the Company's Retirement
Plan as of the date hereof, or in accordance with any retirement arrangement
established with Executive's consent with respect to the Executive.
5. TERMINATION FOR CAUSE
Termination by the Company of Executive's employment for "Cause"
shall mean termination upon: (a) the willful and continued failure by
Executive to substantially perform his duties with the Company (other than any
such failure resulting in termination by Executive for Good Reason), after a
written demand for substantial performance is delivered to Executive that
specifically identifies the manner in which the Company believes that the
Executive has not substantially performed his duties, and Executive has failed
to resume substantial performance of his duties on a continuous basis within
fourteen (14) days of receiving such demand; (b) the willful engaging by
Executive in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise; or (c) Executive's conviction of a felony or
conviction of a misdemeanor which impairs Executive's ability substantially to
perform his duties with the Company. For purposes of this Section, an act, or
failure to act, on Executive's part shall be not be deemed "willful" if it is
done, or omitted to be done, by Executive
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in good faith and with reasonable belief that Executive's action or omission
was in the best interest of the Company.
6. TERMINATION BY EXECUTIVE FOR GOOD REASON
Executive shall be deemed for the purposes of this Agreement to
have terminated his employment for "Good Reason" if he terminates his
employment after the occurrence (other than such as may be isolated,
unsubstantial and inadvertent on the Company's part and which is remedied
promptly by the Company after receipt of notice from Executive), without
Executive's express written consent and after a Change in Control of the
Company, of any one or more of the following:
(a) the assignment to Executive of duties which are
substantially inconsistent with his duties, responsibilities and status
(including offices, titles and reporting requirements) or a substantial
reduction or alteration in the nature or status of Executive's
responsibilities from the most significant of those in effect during the
six-month period immediately preceding the Change of Control;
(b) a reduction by the Company in Executive's total compensation
(including, without limitation, salary, bonus, benefits and any perquisite
allowance) as in effect on the date hereof, or as the same shall be increased
from time to time, by more than 20%;
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(c) the failure by the Company to continue Executive's
participation in any of the Company's employee benefit, incentive, fringe
benefit (including vacation), expense reimbursement or office support and
personal staff policies, plans, practices or arrangements, including, but not
limited to, those plans, policies and arrangements maintained solely for the
benefit of key management personnel, in which Executive participates, on
substantially the same basis as those provided generally from time to time
after the Change of Control to other peer executives of the Company and its
affiliated companies; or
(d) the failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform
this Agreement.
7. LEGAL FEES AND EXPENSES
The Company shall pay any legal fees and expenses incurred by
Executive as a result of termination of employment as provided hereunder
(including all such fees and expenses, if any, in contesting any action of the
Company); in seeking to enforce any right or benefit provided by this
Agreement; or in connection with any tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Internal Revenue Code
to any payment or benefit provided hereunder.
Page 26 of 30
<PAGE>
8. MITIGATION; DISPUTES
(a) Executive shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another employer after the Termination Date, or otherwise.
(b) The Company's obligation to make the 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 the Executive or others.
(c) If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's employment by
the Company, whether such termination was for Cause, or (ii) in the event of
any termination of employment by the Executive, whether Good Reason existed,
then, unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that
the determination by the Executive of the existence of Good Reason was not
made in good faith, the Company shall pay all amounts, and provide all
benefits, to the Executive and/or the Executive's family or other
beneficiaries, as the case may be, that the Company would be required to pay
or provide pursuant to Section
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6 as though such termination were by the Company without Cause, or by the
Executive with Good Reason; provided, however, that the Company shall not be
required to pay any disputed amount pursuant to this paragraph except upon
receipt of an undertaking by or on behalf of the Executive to repay all such
amounts to which the Executive is ultimately adjudged by such court not be
entitled.
9. TERMINATION DATE
Termination Date shall mean the date of Executive's termination as
set forth in a notice from the Company to the Executive or the Executive to
the Company.
10. SUCCESSORS; BINDING AGREEMENT
This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributes, devisees and legatees. If Executive should
die while any amount would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement, to Executive's
devisee, legatee or other designee or, if there is no such designee, to
Executive's estate.
11. NOTICES
Any notices, requests, demands, and other communications provided
for by this Agreement shall be sufficient if in writing
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and if sent by registered or certified mail to the Executive at the last
address he has filed in writing to the Company or, in the case of the Company,
at its principal executive offices.
12. MISCELLANEOUS
No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer as may be specifically
designated by the Board.
13. VALIDITY
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 shall remain in full force and effect.
14. COUNTERPARTS
This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
15. NON-WAIVER
The Executive's or the Company's failure to immediately insist
upon strict compliance with any provision of this Agreement, including,
without limitation, the right of Executive to terminate employment for Good
Reason, shall not be deemed to be a waiver of
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<PAGE>
such provision or right or any other provision or right of this Agreement.
IN WITNESS WHEREOF, the Company and Executive have executed this Change
of Control Agreement as of the date first above written.
COMPANY
LAURENTIAN CAPITAL CORPORATION
By /s/ Robert J. Hughes
-----------------------------
Its Secretary
----------------------------
EXECUTIVE
/s/ Bernhard M. Koch
-----------------------------
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