Sample Business Contracts


Employment Agreement - Smith Barney Inc. and Joseph J. Plumeri II

Employment Forms

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                                 EMPLOYMENT AGREEMENT

          AGREEMENT made as of the 30th day of December, 1994, by and among
          Smith Barney Inc., a Delaware corporation (the "Company"), and
          Joseph J. Plumeri II (the "Executive").

          The Board of Directors of the Company desires that  the Company
          continue to employ the Executive, and the Executive is willing to
          serve the Company, on the terms and conditions herein provided.

          In order to effect the foregoing, the parties hereto wish to
          enter into an employment agreement on the terms and conditions
          set forth below.  Accordingly, in consideration of the premises
          and the respective covenants and agreements of the parties herein
          contained, and intending to be legally bound hereby, the parties
          hereto agree as follows:

          1.   Employment.  The Company hereby agrees to employ the
               ----------
               Executive, and the Executive hereby agrees to serve the
               Company, on the terms and conditions set forth herein.

          2.   Term.  The employment term of this Agreement commenced on
               ----
               July 30, 1994 (the "Commencement Date") and, subject to the
               provisions of Section 10, will end on the third anniversary
               of the Commencement Date unless further extended or sooner
               terminated as hereinafter provided.  

          3.   Position and Duties.  The Executive shall serve as Vice
               --------------------
               Chairman of The Travelers Inc. (or if there shall be a
               corporate reorganization such that The Travelers Inc. is
               replaced by a different ultimate parent company, then of
               that other company("Travelers"), the indirect parent of the
               Company and shall report only to the Chairman of the Board
               of Directors, a Vice Chairman, the Chief Executive Officer
               or the Chief Operating Officer of Travelers.  The Executive
               shall have such responsibilities, duties and authorities
               commensurate with his position as may from time to time be
               assigned to the Executive by the individual to whom the
               Executive shall then report.  During the term of this
               Agreement, the Executive shall devote substantially all his
               time and best efforts during normal business hours to the
               business and affairs of Travelers (including the Company and
               other Travelers' subsidiaries) except for vacations, illness
               or incapacity.  Nothing in this Agreement shall preclude the
               Executive, subject to compliance with such other policies
               and procedures that may be in effect at the  Travelers, from
               devoting reasonable periods required for (i) serving as a
               director or member of a committee of any organization
               involving no conflict of interest with the Company, (ii)
               delivering lectures and fulfilling speaking engagements, and
               (iii) engaging in charitable and community activities
               provided that such activities do not materially interfere
               with the performance of his duties hereunder.

          4.   Place of Performance.  In connection with the Executive's
               --------------------
               employment by the Company, the Executive shall be based at
               the principal executive offices of Travelers in the City of
               New York, except for required travel on business.
















                                                                           





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          5.   Compensation and Related Matters.
               --------------------------------

               (a)  Compensation.  During the period of the Executive's
                    ------------
                    employment hereunder, the Company shall pay to the
                    Executive a base salary  (i) during the period from the
                    Commencement Date through July 30, 1996 at a rate of
                    $950,000 per year and (ii) thereafter during the
                    employment term at a rate to be determined within the
                    discretion of the Company.  In addition, the Executive
                    shall be entitled to consideration for an annual
                    discretionary bonus under the Travelers Inc. Executive
                    Performance Compensation Plan.  Notwithstanding the
                    foregoing, in the event Sanford I. Weill is, at any
                    time during the employment term, no longer the Chief
                    Executive Officer of Travelers, then, during any
                    remaining portion of the employment term, the
                    compensation payable to the Executive, in addition to
                    the other items specified herein, shall be,  as
                    specified on Attachment A hereto (or, in the event of a
                    termination of employment,  in accordance with the
                    provisions of Section 7), including without limitation,
                    the payment of any Additional Payments specified in
                    Attachments A or B hereto for the calendar year in
                    which such event occurs or the prior calendar year if
                    discretionary bonuses for senior executives of
                    Travelers for the applicable calendar year in question
                    have not been determined as of the date that Mr. Weill
                    is no longer the Chief Executive Officer of Travelers. 
                    The compensation shall be paid in accordance with the
                    Company's normal payroll practices, as in effect from
                    time to time and any bonus for 1997 shall, subject to
                    the other provisions of this Agreement, be paid when
                    1997 bonuses are generally paid by the Company
                    notwithstanding whether or not Executive is then
                    employed by the Company.

               (b)  Expenses.  During the period of the Executive's
                    --------
                    employment hereunder, the Executive shall be entitled
                    to receive prompt reimbursement for all reasonable and
                    customary expenses incurred by the Executive in
                    performing services hereunder, including all expenses
                    of travel and living expenses while away from home on
                    business, provided that such expenses are incurred and
                    accounted for in accordance with the policies and
                    procedures established by the Company.

               (c)  Other Benefits.  The Executive shall be entitled to
                    --------------
                    participate in all of the employee benefit plans and
                    arrangements generally available to senior executives
                    of Travelers (including without limitation each
                    retirement plan, supplemental and excess retirement
                    plans, annual and long-term incentive compensation
                    plans, stock option and purchase plans, group life
                    insurance (presently group universal life insurance)
                    and accident plan, medical and dental insurance plans,
                    financial planning and disability plan).  The Executive
                    shall participate in the Travelers Supplemental
                    Retirement Plan through maintenance of the existing
                    frozen benefit and, if and to the extent that it shall
                    be reopened to participation generally by senior
                    officers of the Company or of Travelers, accrual of
                    future benefits, all in accordance with the plan
                    provisions as in effect from time to time except that
                    the Executive's service at Shearson will be counted for
                    the purpose of vesting only.   During the period of the
                    Executive's employment hereunder, the Company will
                    reimburse the Executive for annual premium to purchase
                    a term life insurance policy from Primerica Financial
                    Services ("PFS") carrying a death benefit of up to
                    $1,500,000.






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               (d)  Capital Accumulation Plan.  The Executive shall
                    --------------------------
                    participate in the Travelers Capital Accumulation Plan
                    ("CAP"), and any successor or replacement plan
                    generally applicable to senior executives of the
                    Company (provided that (i) the  deferred  compensation
                    specified in Section 5 (i) hereof and (ii) any amounts
                    payable under Section 7 at or following a termination
                    of employment, shall not be subject to CAP).   The
                    provisions of such plan, as in effect from time to
                    time, shall govern the participation by the Executive
                    except as provided in Attachment C hereto.

               (e)  Vacations.  The Executive shall be entitled to no less
                    ---------
                    than the number of vacation days in each calendar year
                    determined in accordance with the Company's vacation
                    policy.  The Executive shall also be entitled to all
                    paid holidays and personal days given by the Company to
                    its executives.

               (f)  Services Furnished.  The Company shall cause Travelers
                    ------------------
                    to furnish the Executive with office space, secretarial
                    assistance and such other facilities and services as
                    shall be suitable to the Executive's position and
                    adequate for the performance of his duties as set forth
                    in Section 3 hereof.

               (g)  Stock Option.  As of the date hereof, the Executive
                    ------------
                    holds options to purchase 300,000 shares of common
                    stock of Travelers pursuant to the provisions of the
                    Travelers Stock Option Plan, including 100,00 shares
                    granted on September 28, 1994 (the 200,000 shares
                    granted prior to September 28, 1994 being referred to
                    herein as the "Original Grant").   In the event of (i)
                    the termination of this Agreement on account of the
                    death or disability of the Executive or by the Company
                    without Cause or by the Executive for Good Reason, the
                    Executive shall be entitled to two (2) years of
                    additional vesting and exercise of  all such stock
                    options, or any longer periods of vesting and exercise
                    provided for in the Stock Option Plan, or (ii) the
                    termination of this Agreement by the Executive but
                    without Good Reason, the Executive shall be entitled to
                    the remainder (if any) of a two (2) year period of
                    vesting and exercise for the Original Grant ending on
                    July 30, 1996, in both cases subject to the other
                    provisions of the Stock Option Plan.

               (h)  The Executive shall be entitled to have, at the
                    Company's expense, a car and driver at the level
                    similar to other senior executives of  Travelers.

               (i)  Deferred Compensation
                    ---------------------

                    (A) The Executive shall receive a deferred compensation
                    payment hereunder in the amount set forth in (B) below. 
                    Such payment shall be made in a lump sum thirty (30)
                    days after  the Executive ceases to be employed by the
                    Company or its affiliates for any reason whatsoever,
                    including death, disability, termination by the Company
                    with or without Cause or termination by the Executive
                    with or without Good Reason (but each portion of such
                    lump sum shall not be payable earlier than the date
                    from which "earnings" are to be measured).  Such
                    payments shall be made without counterclaims, offset or
                    setoff (other than legally required withholding).









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<PAGE>



          
                    (B)  The deferred compensation amount shall be the sum
                    of the following amounts:
                         (I)   $2,000,000 with "earnings" from July 30, 1996;
                         (ii)  $2,000,000 with "earnings" from July 30,
                         1997; and
                         (iii) provided the Executive has not voluntarily
                         terminated employment prior to March 1, 1996
                         (other than for Good Reason or death) and
                         provided the Executive has not been
                         involuntarily terminated for Cause prior to
                         March 1, 1996, $1,400,000 with "earnings"
                         from July 30, 1997.
                    (C)  Earnings shall be measured by the published ninety
                         (90) day T bill rate as in effect at the beginning
                         of each calendar quarter during the relevant period
                         and shall be compounded quarterly.

          6.   Termination.  The Executive's employment hereunder may be
               -----------
               terminated under the following circumstances:

               a)   Death.  The Executive's employment hereunder shall
                    -----
                    terminate upon his death.

               b)   Disability.  If, as a result of the Executive's
                    ----------
                    incapacity due to physical or mental illness, the
                    Executive shall have been absent from his duties
                    hereunder on a full-time basis for the entire period of
                    six (6) consecutive months, and within thirty (30) days
                    after written notice of termination is given (which may
                    occur before or after the end of such six (6) months
                    period) shall not have returned to the performance of
                    his duties hereunder on a full-time basis, the Company
                    may terminate the Executive's employment hereunder.

               (c)  Cause.  The Company may terminate the Executive's
                    -----
                    employment hereunder for Cause.  For purposes of this
                    Agreement, the Company shall have "Cause" to terminate
                    the Executive's employment hereunder upon the
                    Executive's willful refusal to perform his properly
                    assigned duties, or if the Executive shall be convicted
                    of or plead guilty or nolo contendre to conduct
                    constituting a felony, or in the event of a material
                    violation of Section 10(a) of this Agreement.  Such
                    termination for reason of the Executive's willful
                    refusal to perform his duties shall only be effective
                    upon the Company's written notice of termination to the
                    Executive and the Executive's failure within ten (10)
                    days following such notice to cure the breach specified
                    in such notice.

               (d)  Any termination of the Executive's employment by the
                    Company or by the Executive (other than termination
                    pursuant to subsection (a) hereof) shall be
                    communicated by written Notice of Termination to the
                    other party hereto in accordance with Section 12.  For
                    purposes of this Agreement, 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 the Executive's employment under the
                    provision so indicated.

               (e)  "Date of Termination" shall mean (i) if the Executive's
                    employment is terminated by his death, the date of his
                    death, (ii) if the Executive's employment is terminated
                    pursuant to subsection









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<PAGE>



                    (b) above, the later to expire of thirty (30) days
                    after Notice of Termination is given pursuant to
                    subsection (b) above or the six (6) month disability
                    period (provided that the Executive shall not have
                    returned to the performance of his duties on a full-
                    time basis prior to expiration of the thirty (30) day
                    notice period or the six (6) month disability period,
                    whichever shall expire later) (iii) if the Executive's
                    employment is terminated pursuant to subsection (c)
                    above, the date specified in the Notice of Termination,
                    and (iv) if the Executive's employment is terminated
                    for any other reason, the date specified in the Notice
                    of Termination (or, if no date is so specified, on the
                    date on which a Notice of Termination is given).

               (f)  Good Reason.  The Executive may terminate his
                    -----------
                    employment hereunder for Good Reason.  For purposes of
                    this Agreement, the Executive shall have "Good Reason"
                    to terminate his employment if the Company shall
                    materially breach its obligations under this Agreement
                    as to position, reporting relationship,
                    responsibilities, duties, authority or place of
                    performance, as specified in Sections 3 and 4.   Such
                    termination for Good Reason shall only be effective
                    upon the Executive's written notice of termination to
                    the Company and the Company's failure within ten (10)
                    days following such notice to cure the breach specified
                    in such notice.

               (g)  The Executive may terminate his employment hereunder
                    without Good Reason.  Such termination shall only be
                    effective upon receipt of Executive's written notice of
                    termination to the Company.  In such event, the
                    Company's obligations with regard to compensation shall
                    be as provided in Section 7.  Except as otherwise
                    provided for herein, the provisions of the Stock Option
                    Plan, the Capital Accumulation Plan and other employee
                    plans will govern as to participation in such plans. 
                    Such a termination shall not affect the Executive's
                    other obligations under this Agreement, including
                    without limitation Section 10.

               (h)  In the event the Executive shall terminate his
                    employment with or without Good Reason or if the
                    Company shall terminate the Executive's employment
                    other than for Cause, the Company shall furnish to the
                    Executive appropriate office space, his then
                    administrative assistant (if employed by the Company or
                    Travelers or, if not, other appropriate secretarial
                    assistance) and his existing car and driver until the
                    earlier of his commencing other employment or six (6)
                    months after such date of termination.

          7.   Severance Payments Upon Termination.  
               -----------------------------------

               (a)  During any period that the Executive fails to perform
                    his duties hereunder as a result of incapacity due to
                    physical or mental illness ("disability period"), the
                    Executive shall continue to receive his full base
                    salary at the rate then in effect until his employment
                    is terminated pursuant to Section 6(b) hereof (provided
                    that payments so made to the Executive during the
                    disability period shall be reduced by the sum of the
                    amounts, if any, payable to the Executive at or prior
                    to the time of any such payment under disability
                    benefit plans of the Company and which amounts were not
                    previously applied to reduce any such payment). 

                    If the Executive's employment is terminated (i) by the
                    Executive but not for Good Reason and with an effective
                    date on or prior to February 29, 1996, or (ii) by the
                    Company for




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<PAGE>



                    Cause, the Company shall pay to the Executive the
                    amounts, if any, to be paid following such date of
                    termination, as set forth in Attachment B, including,
                    without limitation, the payment of any Additional
                    Payments specified therein for the calendar year in
                    which such date of termination occurs or the prior
                    calendar year  if discretionary bonuses for senior
                    executives of Travelers for the applicable calendar
                    year in question have not been determined as of such
                    date of termination.  In addition, Executive shall
                    retain his rights, if any, under any deferred
                    compensation (including under Section 5 (i) hereof )or
                    other benefit plans in which he participates as
                    specifically provided herein, or, if not otherwise
                    specifically provided for in this Agreement, as
                    provided in such plan and any other unpaid amounts
                    required to be paid hereunder and the Company shall
                    have no further obligations to the Executive under this
                    Agreement.  

               (b)  If the Executive's employment is terminated on account
                    of disability or by his death, the Company shall pay to
                    the Executive or his estate or as may be directed by
                    the legal representatives of such estate, the amounts,
                    if any, to be paid following such date of termination,
                    as set forth in Attachment A, including, without
                    limitation, the payment of any Additional Payments
                    specified therein for the calendar year in which such
                    date of termination occurs or the prior calendar year
                    if discretionary bonuses for senior executives of
                    Travelers for the applicable calendar year in question
                    have not been determined as of such date of
                    termination. In addition, the Executive shall retain
                    his rights, if any, under any deferred compensation
                    (including under Section 5 (i) hereof)  or other
                    benefit plans in which he participates as specifically
                    provided herein or, if not otherwise specifically
                    provided for in this Agreement, as provided in such
                    plan and any other unpaid amounts required to be paid
                    hereunder and the Company shall have no further
                    commitments under this Agreement.

               (c)  [Intentionally Omitted].

               (d)  If the Executive's employment is terminated (i) by the
                    Company other than for Cause (ii) by  the Executive for
                    Good Reason, or (iii) by the Executive but not for Good
                    Reason and with an effective date after February 29,
                    1996 then the Company shall pay the Executive the
                    amounts, if any, to be paid following such date of
                    termination, as set forth in Attachment A (provided,
                    that in the event of a termination under clause (iii)
                    of this sentence, the payment of base salary  shall be
                    made for the remaining employment term in accordance
                    with Attachment B rather than in accordance with
                    Attachment A or Section 5(a)),  including, without
                    limitation, the payment of any Additional Payments
                    specified therein for the calendar year in which such
                    date of termination occurs or the prior calendar year
                    if discretionary bonuses for senior executives of
                    Travelers for the applicable calendar year in question
                    have not been determined as of such date of
                    termination.  In addition, the Executive shall retain
                    his rights, if any, under any deferred compensation
                    (including under Section 5 (i) hereof) or other benefit
                    plans in which he participates as specifically provided
                    herein or, if not otherwise specifically provided for
                    in this Agreement, as provided in such plan  and any
                    other unpaid amounts required to be paid hereunder and
                    the Company shall have no further obligations to the
                    Executive under this Agreement.





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<PAGE>




           
               (e)  The provisions of this Section 7 (together with (i) the
                    provisions of any vacation, deferred compensation or
                    other benefit plans in which he participates and which
                    are not otherwise specifically provided for in this
                    Agreement, (ii) the provisions of the CAP and Stock
                    Option Plans as in effect from time to time and as
                    specifically provided for in this Agreement in the
                    event of a termination and (iii) the continuation of
                    services provision set forth in Section 6(h)) are the
                    exclusive rights of the Executive regarding a severance
                    or termination occurring prior to expiration of the
                    employment term.  The rights of the Executive regarding
                    a severance or termination occurring after expiration
                    of the employment term shall be governed exclusively by
                    the Company's regular severance policies as in effect
                    at such time, except as otherwise specifically provided
                    for herein.

          8.   Mitigation.  The Executive shall not be required to mitigate
               ----------
               amounts payable pursuant to Section 7 hereof by seeking
               other employment or otherwise and any amounts received from
               other employment shall not reduce any amounts due under
               Section 7.
            
          9.   [Intentionally Omitted]

          10.  Confidentiality and Non-Solicitation.
               ------------------------------------

               (a)  Confidentiality.  During the employment term of this
                    ---------------
                    Agreement and thereafter, the Executive will not,
                    without the written consent of the Company, make use of
                    or divulge to any person, firm or corporation, any
                    trade or business secret which may be disclosed to him
                    by the Company or Travelers or as a result of his
                    employment with the Company hereunder or his position
                    with Travelers excepting only such information which
                    shall be made public without the fault of the Executive
                    and such information as the Executive shall be
                    obligated to disclose pursuant to legal process.  In
                    addition, the foregoing provision shall not impair the
                    ability of the Executive to exercise his good faith
                    judgment as to disclosures in connection with his
                    duties hereunder.    

               (b)  Non-Solicitation.  In the event the Executive's
                    ----------------
                    employment hereunder is terminated for any reason the
                    Executive (i) shall not be personally involved,
                    directly or indirectly, in hiring any employee of the
                    Company or Travelers or any of their subsidiaries who
                    either is a financial consultant (or similar position)
                    for the Company or whose annual compensation is in
                    excess of $100,000 or any independent representative of
                    the Company or Travelers or any of its subsidiaries who
                    is intended to act as a full-time representative (e.g.,
                    at Primerica Financial Services,  a sales force
                    designation of RVP or  higher ) (any of the foregoing
                    being a "Protected Person") unless the Company or
                    Travelers shall agree in writing to such hiring, and
                    (ii) shall not be personally involved, directly or
                    indirectly, in soliciting any Protected Person to leave
                    their employment or terminate their relationship (it
                    being agreed that simply responding to a request for a
                    reference will not be deemed direct or indirect
                    solicitation), in either case until the latest to occur
                    of the following:

                    _    one year after termination of employment (but not
                         longer than July 30, 1998).






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<PAGE>





                    _    the date the last payment of base salary or bonus
                         actually payable to the Executive is due and
                         payable under the provisions of Section 7.

                    _    the later of the date the last payment actually
                         payable to the Executive is due and payable under
                         Attachment B and July 30, 1997.

                    _    in the event the Executive shall voluntarily
                         terminate his employment but without Good Reason,
                         July 30, 1996 (notwithstanding the fact that such
                         date may be more than one year after such
                         termination of employment).

               (c)  The provisions of this Section 10 shall survive the
                    termination, for any reason, or expiration of this
                    Agreement.

          11.  Indemnification.  Both during and after the employment term,
               ---------------
               the Company shall indemnify the Executive to the full extent
               permitted by law for all expenses, costs, liabilities and
               legal fees which the Executive may incur by reason of
               entering into this Agreement and in the discharge of all his
               duties hereunder, other than for any such expenses, costs,
               liabilities or legal fees incurred resulting from the
               Executive's bad faith or gross negligence.  The provisions
               of this Section shall be in addition to, and not in lieu of,
               any other rights of indemnification available to the
               Executive and shall apply to the Executive when serving in
               other capacities at the written request of the Company. 
               Legal fees covered by this indemnification shall be advanced
               as incurred.  The provisions of this Section 11 shall
               survive the termination, for any reason, or expiration of
               this Agreement.

          12.  Notice.  For the purposes of this Agreement, notices,
               ------
               demands and all other communications provided for in this
               Agreement shall be in writing and shall be deemed to have
               been duly given when delivered or (unless otherwise
               specified) mailed by United States certified or registered
               mail, return receipt requested, postage prepaid, addressed
               as follows:

               If to the Executive:
               Joseph J. Plumeri II
               1461 Martine Avenue
               Scotch Plains, New Jersey 07076

               With a copy to:

               Michael S. Sirkin, Esq.
               Proskauer Rose Goetz & Mendelsohn
               1585 Broadway
               New York, New York 10036

               If to the Company:

               333 West 34th Street
               New York, New York  10001















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<PAGE>




               Attention:  General Counsel 

               with a copy to:

               The Travelers Inc. 
               65 East 55th Street
               New York, New York 10022
               Attention:  General Counsel 

               or to such other address either 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 and 
               signed by the Executive and a duly authorized officer of the
               Company.  No waiver by either party hereto at any time of
               any breach of 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 shall not be
               assignable by the Executive.  This Agreement shall not be
               assignable by the Company except in connection with the sale
               of all or  substantially all of the retail brokerage
               business of the Company, in which case it shall be assumed
               by Travelers, all references to the Company shall be deemed
               thereafter to be references to Travelers and the obligations
               of the Company hereunder shall cease; thereafter it shall
               not be assignable by Travelers except in connection with the
               sale of all or substantially all of the assets of Travelers. 
               This Agreement shall be binding on the successors and
               permitted assigns of the Company.  The validity,
               interpretation, construction and performance of this
               Agreement shall be governed by the laws of the State of
               Delaware without regard to its conflicts of law principles. 
               In the event the Company breaches this Agreement by non-
               payment of any amounts due to the Executive hereunder, the
               Executive shall be entitled to recover his costs of
               collection.  Whenever in this Agreement reference is made to
               a pro rata portion of an amount, it shall be calculated by
               multiplying an annual amount by a fraction, the numerator of
               which is the number of elapsed days in a period (e.g., the
               number of days in a calendar year prior to a termination of
               employment) and the denominator of which is 365.

          14.  Validity.  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.

          15.  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.

          16.  Arbitration.  Any controversy or claim arising out of or
               -----------
               relating to this Agreement, whether arising before or after
               the expiration or other termination of this Agreement, shall
               be settled by arbitration in New York City in accordance
               with the commercial rules of the American Arbitration
               Association, except to the extent specifically described in
               a document signed by both of the parties hereto and










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<PAGE>



               which specifically refers to this Section.  Any decision by
               the arbitrators shall be final and binding on the parties
               and may be entered into in any court of competent
               jurisdiction.
           
          17.  Entire Agreement.  This Agreement sets forth the entire
               ----------------
               agreement of the parties hereto in respect of the subject
               matter contained herein and supersedes all prior agreements,
               promises, covenants, arrangements, communications,
               representations or warranties, whether oral or written,
               express or implied, by any officer, employee or
               representative of either party hereto, including without
               limitation the prior employment agreements between the
               parties dated as of July 30, 1993 and July 30, 1994, except
               to the extent specifically described in a document signed by
               both of the parties hereto and which specifically refers to
               this Section.


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