JPM CO
EMPLOYMENT AGREEMENT - KEVIN J. BRATTON
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - KEVIN J. BRATTON
<TEXT>



                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  is made by and  between  The  JPM  Company,  a
Pennsylvania  corporation  (EMPLOYER),  and Kevin J.  Bratton,  the  undersigned
individual (EMPLOYEE).

                                    RECITALS

     EMPLOYER  is  engaged  in the  business  of  manufacturing  wire and  cable
assemblies, being referred to as the "Business."

     The parties wish to provide for an employment  arrangement  under the terms
and conditions herein set forth.

     I. Term of  Employment.  EMPLOYER  hereby  employs  EMPLOYEE,  and EMPLOYEE
agrees to be employed by  EMPLOYER,  under the terms and  conditions  set forth.
EMPLOYEE's employment continue until terminated as set forth in Section IX.

     II.  Compensation.  As full payment for all  services  rendered by EMPLOYEE
under this Agreement, EMPLOYEE agrees to accept, and shall, subject to the terms
and conditions set forth herein, receive compensation, as follows:

     A. Direct Compensation.  During the term of this Agreement, EMPLOYEE shall,
subject to the terms and conditions  set forth herein,  receive a base salary in
the amount of $125,000.00,  payable in accordance with EMPLOYER's normal payroll
practice.

     B. Fringe Benefits. EMPLOYEE will be entitled to participate in such fringe
benefit plans and financial  incentive plans, in accordance with their terms, as
shall be made  available  from time to time by EMPLOYER in its discretion to its
EMPLOYEEs in EMPLOYEE's position.

     C. Compensation Adjustment.  The base salary, fringe benefits and any other
compensation are subject to review by EMPLOYER at any time in its discretion, at
which time EMPLOYER, in its sole discretion, may elect to adjust or modify same.

     III. Deductions.  EMPLOYER is authorized to deduct from the compensation of
the EMPLOYEE  such sums as may be required to be deducted or withheld  under the
provisions of any law now in effect or hereafter put into effect during the term
of this  Agreement,  or which are  authorized  by EMPLOYEE,  including,  but not
limited to, social security and income tax withholding.

     IV. Duties.  It is understood and agreed that EMPLOYEE will  faithfully and
diligently serve EMPLOYER to the best of EMPLOYEE's  ability in the position set
forth in Section XV, and EMPLOYEE  further  agrees to perform such duties and to
assume such additional  responsibilities as may be assigned from time to time by
EMPLOYER. EMPLOYEE will devote full time, attention, loyalty and energies to the
performance of the duties as an EMPLOYEE of EMPLOYER.

     V. Leave.  EMPLOYEE  shall be entitled to time off, with or without pay, in
accordance with the standard practices of EMPLOYER for individuals in EMPLOYEE's
position, which are subject to change. Such absences shall not be deemed to be a
termination of this Agreement.

     VI. Proprietary Information.  EMPLOYEE understands and acknowledges that in
the  course  of  EMPLOYEE's  employment  with  EMPLOYER,   EMPLOYER  will  incur
substantial   expenditures  of  time  and  money  in  providing   EMPLOYEE  with
specialized  instruction and training,  and will impart to EMPLOYEE, or EMPLOYEE
will have  access to,  certain  proprietary  and  confidential  information  and
knowledge concerning EMPLOYER and its business (collectively called "Proprietary
Information").  As used  herein,  "Proprietary  Information"  shall be deemed to
include,  without  limitation,  EMPLOYER's  sales and marketing  information and
techniques,  business  plans,  financial  data,  Trade  Secrets,  pricing lists,
supplier lists and other  confidential  supplier data,  customer lists and other
confidential  customer data, and any other  information or knowledge  concerning
EMPLOYER  and  its  business,  whether  or not in  tangible  form,  that is of a
proprietary  or  confidential  nature,  or has been  heretofore  or is hereafter
treated as secret by EMPLOYER.  As used herein, "Trade Secret(s)" shall mean the
whole or any portion or phase of any technical information,  hardware, software,
designs or specifications,  drawings, sketches, processes, procedures, formulae,
data, reports, computer programs,  charts,  improvements and any other technical
information or knowledge relating to the development,  design and implementation
of EMPLOYER's projects, products and services.

     The parties agree that it is of great importance to the success of EMPLOYER
that  Proprietary  Information  be treated  with  great  care and that  improper
disclosure or use be prevented.  EMPLOYEE,  during the course of employment with
EMPLOYER and after the termination of such  employment,  shall maintain  secrecy
with regard to such information and shall not, directly or indirectly, disclose,
use or permit the  disclosure or use of any  Proprietary  Information  received,
acquired or obtained  during the course of  employment,  whether or not EMPLOYEE
was  the  creator  or  originator  thereof,  unless  such  disclosure  or use is
consented to in advance in writing by EMPLOYER.

     VII.  Non-Competition.  During the term of EMPLOYEE's  employment  with the
EMPLOYER  and  for a  period  of two  (2)  from  the  voluntary  or  involuntary
termination of EMPLOYEE's agreement with the EMPLOYER for any reason whatsoever,
EMPLOYEE will not directly or indirectly,  own,  manage,  operate,  control,  be
employed  by,  perform  services  for,  consult  with,   solicit  business  for,
participate in, or be connected with the ownership,  management,  operation,  or
control of any business  which  performs the services  materially  similar to or
competitive  with those  provided  by the  EMPLOYER  in any  location  where the
EMPLOYER  has had an  office  or has  sold  products  or  provided  services  to
customers during the period EMPLOYEE is employed by the EMPLOYER..

     During the term of EMPLOYEE's  employment with the EMPLOYER for a period of
two (2) years  from the  voluntary  or  involuntary  termination  of  EMPLOYEE's
employment  with the  EMPLOYER  for any reason  whatsoever,  EMPLOYEE  shall not
either on his own account or for any person, firm, partnership,  corporation, or
other entity  solicit,  interfere with, or endeavor to cause any EMPLOYEE of the
EMPLOYER  to leave his or her  employment,  or induce or attempt to induce,  any
such EMPLOYEE to breach his or her employment agreement with the EMPLOYER.

     VIII.  Remedies.  It is  recognized  that damages in the event of breach of
Sections VI and VII of this  Agreement by EMPLOYEE  would be  difficult,  if not
impossible,  to  ascertain,  and it is  therefore  agreed that in the event of a
breach or threatened breach of Sections VI or VII, EMPLOYER shall be entitled to
an  injunction  against such  breach,  without  prejudice to any other  remedies
available to EMPLOYER.

     The  provisions  set forth in the  paragraphs  under Section VI and VII are
intended  by the  parties to be  separate  and  divisible.  If any  covenant  or
provision in this paragraph is found by a court of competent  jurisdiction to be
unreasonable in duration,  geographical scope or character of restrictions,  the
covenant or agreement shall not be rendered  unenforceable  thereby,  but rather
the duration,  geographical  scope or character of restrictions of such covenant
or agreement  shall be deemed  reduced or modified  with  retroactive  effect to
render such covenant or agreement reasonable and such covenant shall be enforced
as thus modified.  If the court having jurisdiction will not review the covenant
or agreement,  then the parties  shall  mutually  agree to a revision  having an
effect as close as permitted by law to the  provisions  declared  unenforceable.
EMPLOYEE  further  agrees  that  in  the  event  a  court  having   jurisdiction
determines,  despite the express intent of the EMPLOYEE, that any portion of the
restrictive  covenants  in this  Section  VI and VII  are not  enforceable,  the
remaining provisions shall be valid and enforceable.

     IX.  Termination.  This Agreement  shall  terminate in the event Section IX
becomes operative:

     A. Death or  disability.  Upon the death or  disability  of EMPLOYEE,  this
Agreement shall terminate.  For purpose of this Agreement, the term "disability"
shall mean the  determination  by  Employer  that  Employee is unable to perform
substantially  all of the duties that were being performed for Employer prior to
such  determination,  and the  continuation  of such inability for a consecutive
period in excess of three (3) months following such  determination  (unbroken by
return to work for an aggregate period in excess of thirty (30) days).

     B. Involuntary  Termination.  EMPLOYER may terminate this Agreement without
cause.

     C. Compensation  Payable upon  Termination.  In the event of termination of
this   Agreement  by  EMPLOYER  for  any  reason  set  forth   hereinabove   (in
subparagraphs  A or B) other  than  death  of the  EMPLOYEE,  EMPLOYEE  shall be
entitled  to receive  termination  pay equal to six months of the annual  salary
then in effect, payable in six monthly installments, PROVIDED, however, that any
salary  paid  during a  period  of  disability  preceding  termination  shall be
credited toward the payments due hereunder.

     D. Resignation as full-time EMPLOYEE.  EMPLOYEE, at any time, may choose to
resign as a full-time EMPLOYEE.

     E. Termination for Cause. EMPLOYER may terminate this Agreement immediately
for cause,  including without  limitation,  fraud,  misrepresentation,  theft or
embezzlement of the Company's assets,  intentional  violations of law or company
policies, or a breach of this Agreement.  In the event of termination for cause,
no severance pay shall be due EMPLOYEE.

     F. Return of Documents.  Upon termination of employment for any reason, all
documents,  writings,  or any other such  material  produced  or received in the
course of employment shall be returned to EMPLOYER.

     X. Corporate  Policies.  EMPLOYEE shall be subject to EMPLOYER's  corporate
policies  applicable  to  EMPLOYEE's  generally,  as amended  from time to time,
except to the extent that any provision of this Agreement is expressly  contrary
thereto.  XI. Termination upon Change in Control.  EMPLOYEE shall be entitled to
additional payments, as set forth herein, in the event of a Change in Control of
EMPLOYER.  A. Change in Control Definition.  Change in Control shall mean any of
the  following  events 1. The sale or other  disposition  by  EMPLOYER of all or
substantially  all  of  its  assets  to a  single  purchaser  or to a  group  of
purchasers,  other than to a corporation  with respect to which,  following such
sale or  disposition,  more than eighty  percent  (80%) of the then  outstanding
shares of common  stock and the combined  voting  power of the then  outstanding
voting  securities  entitled to vote  generally  in the election of directors is
then owned beneficially,  directly or indirectly, by all or substantially all of
the  individuals  who were the beneficial  owners of the  outstanding  shares of
EMPLOYER's common stock and voting securities  immediately prior to such sale or
disposition;  or 2. The acquisition in one or more transactions by any person or
group,  directly or indirectly,  of beneficial  ownership of twenty-five percent
(25%) or more of the outstanding shares of the combined voting power of the then
outstanding  voting  securities  of EMPLOYER  entitled to vote  generally in the
election of directors,  Provided,  however, that for this purpose acquisition of
such a  share  by an  employee  benefit  plan of  EMPLOYER  or a  subsidiary  or
affiliate of EMPLOYER or a present  significant  shareholder (i.e.,  shareholder
whose current holdings exceed 5% of the outstanding stock) of EMPLOYER shall not
constitute  a  Change  of  Control;   or  3.  The   reorganization,   merger  or
consolidation  of  EMPLOYER  into or with  another  person or  entity,  by which
reorganization,  merger or  consolidation  the  shareholders of EMPLOYER receive
less than fifty  percent  (50%) of the  outstanding  voting shares of the new or
continuing  corporation.  4. For the purpose of  paragraph  X and its  subparts,
merger,  sale or acquisition of EMPLOYER by or with any other company controlled
by EMPLOYER or any of its subsidiaries  shall not constitute  Change of Control.
B. Additional  Payments.  In the event of a Change of Control during the term of
EMPLOYEE's employment with EMPLOYER, EMPLOYEE shall be entitled to an additional
payment  equal to six months base  salary.  Such  compensation  shall be payable
within 15 days of such  Change of  Control.  C. Good Cause  Termination.  In the
event  of a Change  of  Control,  for a period  of six  months  thereafter,  the
EMPLOYEE may terminate this Agreement for Good Cause. 1. Good Cause.  Good Cause
shall be defined as a) Geographic  Reassignment.  The relocation of the EMPLOYEE
to a location more than 40 miles from his/her current base or residence,  except
for required travel on EMPLOYER's business to an extent substantially consistent
with the EMPLOYEE's business travel obligations immediately prior to a Change in
Control. b) Reduction in Base Salary. A reduction by EMPLOYER in the base salary
as in  effect at the time of the  Change in  Control.  2.  Effect of Good  Cause
Termination.  In the event of a  termination  by the  EMPLOYEE  for Good  Cause,
EMPLOYEE  shall be entitled to the same  benefits  as if the  EMPLOYEE  had been
involuntarily terminated without cause.

     D.  Non-competition  Restriction.  In the event of a Change of Control  and
involuntary termination of EMPLOYEE within six months of such Change of Control,
the  non-competition  restrictions  of paragraph  VII shall be reduced to twelve
months. XII. Special Conditions.  In addition to the conditions set forth above,
the following special conditions shall apply to EMPLOYEE:

     A. Deferred  Compensation.  EMPLOYEE will be eligible to participate in the
EMPLOYER's Non-qualified Deferred Compensation Plan, effective the fourth fiscal
quarter of 2000,  subject to  modifications  from  time-to-time  consistent with
EMPLOYER's policies for similarly situate employees. Under the plan in effect at
the date of employment,  EMPLOYER  deposits an amount equal to ten percent (10%)
of EMPLOYEE's  salary into such plan,  subject to certain vesting  requirements,
timing eligibility and investment criteria.  EMPLOYEE is eligible to defer up to
an additional twenty-five percent (25%) of his salary into the plan.

     B.  Bonus.  EMPLOYEE  will be  eligible  for  participation  in  EMPLOYER's
Performance  Sharing  Plan,  as  in  effect  during  the  period  of  EMPLOYEE's
employment.

     C.  Life  Insurance.  EMPLOYEE  shall  be  eligible  for  participation  in
EMPLOYER's  life insurance  coverage,  as then in effect  pursuant to EMPLOYER's
policies.  At the current  time,  that coverage  provides  life  insurance in an
amount up to 1-1/2 times EMPLOYEE's annual salary, to a maximum of $100,000.

     XIII.  Miscellaneous.  The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party. The obligations  undertaken by EMPLOYEE shall
not be assigned or delegated except as may be specifically  provided herein. The
rights and  obligations  of the EMPLOYER  hereunder  shall be binding upon,  and
inure  to  the  benefit  of,  its  successors  and  assigns.  The  laws  of  the
Commonwealth  of  Pennsylvania  shall  apply and bind the parties in any and all
questions arising hereunder. The provisions of Sections VI and VII shall survive
any termination of this Agreement.

     XIV.  Final  Expression of Agreement.  This writing  represents  the entire
agreements  and  understandings  of the EMPLOYEE  and  EMPLOYER  with respect to
subject matter hereof and supersedes all prior agreements and  understandings of
the EMPLOYEE and EMPLOYER in connection therewith;  except as otherwise provided
herein, it may not be altered or amended except by mutual agreement evidenced by
a writing signed by both EMPLOYEE and EMPLOYER and specifically identified as an
amendment to this Agreement.

     EMPLOYEE   EXPRESSLY   ACKNOWLEDGES   THAT  EMPLOYEE  HAS  BEEN  GIVEN  THE
OPPORTUNITY  PRIOR TO ENTERING  THIS  AGREEMENT TO CONSULT WITH  EMPLOYEE'S  OWN
COUNSEL  REGARDING  EMPLOYEE'S  RIGHTS  AND  OBLIGATIONS  WITH  RESPECT  TO THIS
AGREEMENT  AND THAT  EMPLOYEE  EITHER HAS DONE SO OR HAS  ELECTED NOT TO CONSULT
WITH SUCH COUNSEL.

XV.  Specific Data.
     Full name of EMPLOYEE:       Kevin J. Bratton
     Position:                    Acting Chief Financial Officer

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed this 24th day of July, 2000.


                                             The JPM Company

       /s/ Kevin J. Bratton                  By:  /s/ Wayne A. Bromfield
-------------------------------------        ----------------------------------
                                             Name:  Wayne A. Bromfield
                                             Title:   Exec VP and General
                                                      Counsel
Witness:                                     Attest:
/s/ Laney Shambach                           /s/ Laney Shambach
-------------------------------------       -----------------------------------


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