Gaylord Container Corp/DE – ‘10-K’ for 9/30/00 – EX-10.1(B)

On:  Thursday, 12/7/00, at 5:28pm ET   ·   For:  9/30/00   ·   Accession #:  950137-0-5181   ·   File #:  1-09915

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         58    326K 
 3: EX-4.12(B)  Supplemental Issuance Agreement                       17     57K 
 4: EX-4.14(B)  Amended and Restated Security Agreement               14     47K 
 5: EX-4.19(B)  Amendment #4 to the Pooling and Service Agreement     10     33K 
 6: EX-4.20(B)  Amendment #4 to the Receivable Purchase Agreement      5     19K 
 2: EX-4.3(B)   Amended and Restated Revolving Credit Agreement       69    220K 
 7: EX-10.1(B)  Amendment #2 to Employment Agreement                   2     12K 
 8: EX-10.2(B)  Amendment #1 to Employment Agreement                   3     14K 
 9: EX-10.3(B)  Amended and Restated Supplemental Exec. Ret. Plan      6     24K 
10: EX-10.5(B)  Amendment #1 to 1991 Severance Compensation Agmt.     11     43K 
11: EX-23.1(B)  Consent of Deloitte & Touche LLP                       1      7K 
12: EX-24.1(B)  Power of Attorney                                      2±    12K 
13: EX-27.1(B)  Financial Data Schedule                                1      8K 

EX-10.1(B)   —   Amendment #2 to Employment Agreement

EX-10.1(B)
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                                                                 EXHIBIT 10.1(b)

AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT

     This Amendment No. 2 to Employment Agreement ("Amendment No. 2") is
entered into as of March 1, 2000 by and between Gaylord Container Corporation, a
Delaware Corporation ("Gaylord"), and Warren J. Hayford ("Hayford").            

RECITALS: 

      Gaylord and Hayford entered into an Employment Agreement dated as of
May 18, 1988 ("Agreement") and an Amendment No. 1 to the Agreement, dated as of 
February 8, 1989;                                                               

Gaylord and Hayford desire to further amend that Agreement.   

  In consideration of the premises and the mutual covenants herein
contained, Gaylord and Hayford do hereby agree with each other as follows:      

        1. Section 2.04 Supplemental Retirement Payments is amended to include
the following:                                                                  

      In the event of a Change in Control as defined herein, Hayford shall
receive a lump sum payment payable as of the Change in Control in lieu of       
supplemental retirement payments. Such lump sum shall be calculated as follows: 

       The benefit payable under this Section 2.04 to the participant, or if
he is deceased, his spouse, shall be a lump sum amount equal to an amount which 
is sufficient to provide, on an after-tax basis, monthly benefits for the life  
of the participant and the life of the participant's spouse if a joint and      
survivor benefit is payable under the retirement plan, commencing at the date of
the Change in Control ("commencement date") actuarially equivalent to the       
product of (a) times (b) where:                                                 

     (a) is one minus the participant's, or if he is deceased, his
spouse's, marginal tax rate in effect as of the date of the Change in Control;  
and                                                                             

       (b) is the monthly benefit otherwise payable under this Section
2.04.                                                                           

        The "after-tax basis" and "marginal tax rate" as described above shall
be determined by the Committee, with the assistance of the Actuary.             

  2. For purposes of this Amendment, "Change in Control" means the
occurrence of one of the following events:                                      

         a. if any "person" or "group" as those terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange   
Act"), other than an                                                            

EX-10.1(B)
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Exempt Person, is or becomes the "beneficial owner" (as defined in Rule 13d-3   
under the Exchange Act), directly or indirectly, of securities of Gaylord       
representing 50% or more of the combined voting power of Gaylord's then         
outstanding securities; or                                                      

         b. during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new director whose    
election by the Board or nomination for election by Gaylord's stockholders was  
approved by at least two-thirds (2/3) of the directors then still in office who 
either were directors at the beginning of the period or whose election was      
previously so approved, cease for any reason to constitute a majority thereof;  
or                                                                              

           c. the stockholders of Gaylord approve a merger or consolidation of
Gaylord with any other corporation, other than a merger or consolidation which  
would result in all or a portion of the voting securities of Gaylord outstanding
immediately prior thereto continuing to represent (either by remaining          
outstanding or by being converted into voting securities of the surviving       
entity) more than 50% of the combined voting power of the voting securities of  
Gaylord or such surviving entity outstanding immediately after such merger or   
consolidation, or the stockholders of Gaylord approve a plan of complete        
liquidation of Gaylord or an agreement for the sale or disposition by Gaylord of
all or substantially all of Gaylord's assets, other than a sale to an Exempt    
Person.                                                                         

       3. Excise Tax. In the event Hayford becomes subject to any excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the   
"Code") (or any successor provisions thereto), the Company shall pay to Hayford,
no later than 30 days following any "change in ownership or control of the      
Company" as defined in Code Section 280G (or any successor provision thereto),  
an amount ("Gross-Up Payment") equal to (a) any excise tax to which Hayford is  
subject under Section 4999, including interest and penalties; and (b) all       
federal income, state income, payroll or other taxes to which Hayford may be    
subject with respect to the Gross-Up Payment. It is the intent of this provision
that Hayford receive a Gross-Up Payment sufficient to place him in the same     
position as if the excise tax imposed by Code Section 4999 did not exist.       

     4. Except as modified herein, the Agreement shall remain unchanged.

        IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
on the date first above written.                                                

WARREN J. HAYFORD                      GAYLORD CONTAINER CORPORATION            

By:                                    By:                                      
   ----------------------------           ------------------------------------
                              Executive Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/7/00							None on these Dates
For Period End:		9/30/00
		3/1/00		1
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