EXHIBIT 99.5(B)
FIRST AMENDMENT made as of the 10th day of May, 1998 to the Employment
Agreement dated as of February 16, 1998 by and between USI, Inc. ("New
USI"), a Delaware corporation, with its principal office at 000 Xxxx Xxxxxx
Xxxxx, Xxxxxx, Xxx Xxxxxx 00000, which, immediately after the Mergers
contemplated by the Agreement and Plan of Merger, dated as of February 16,
1998, as amended, among Xxxx Industries Inc., (the "Company") U.S.
Industries, Inc., New USI and certain newly organized subsidiaries of New
USI, will be renamed U.S. Industries, Inc. ("USI") and Xxxxxx X. Xxxxxx,
residing at 00 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 ("Executive").
W I T N E S S E T H:
WHEREAS, USI and Executive have previously entered into the Employment
Agreement; and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement effective as of the date hereof.
NOW, THEREFORE, effective as of the date hereof the parties hereto agree
as follows:
1. Section 1 of the Employment Agreement is hereby amended by deleting
the first sentence thereof in its entirety and adding the following two
sentences in lieu thereof:
"Except for earlier termination as provided in Section 7 hereof,
Executive's employment under this Agreement shall be for an
initial three-year term commencing on the Effective Date (the
"Initial Employment Term"); provided that the Initial Employment
Term shall be extended for up to four (4) successive one (1) year
additional terms (the "Additional Employment Terms") unless at
least thirty (30) days prior to the end of the Initial Employment
Term or any Additional Employment Term, USI or the Executive gives
the other written notice of nonrenewal. The period of employment
hereunder shall be referred to as the "Employment Term"."
2. Section 4(b) of the Employment Agreement is amended by the deletion
of the second sentence thereof in its entirety and the addition of the
following two sentences in lieu thereof:
"Except as otherwise specifically provided in this Agreement, the
grant shall provide that the Restricted Stock shall become
nonforfeitable ("vest") with respect to one third of such shares
on each of the third, fifth and seventh anniversaries of the date
of grant provided that Executive is employed by USI on each such
vesting date. Furthermore, the grant shall provide that if
Executive retires (voluntarily or involuntarily other than for
Cause) at or after his sixty-second (62nd) birthday with ten (10)
or more years of service with USI and the Company, all unvested
shares of Restricted Stock shall fully vest."
3. Section 5 of the Employment Agreement is amended by the addition of
the words "paid or" immediately preceding the word "payable" the first time
it appears in such section.
4. The Employment Agreement is hereby amended by the deletion of Section
7(a)(iv) in its entirety and the substitution of the following in lieu
thereof:
"the termination of Executive's employment by USI without Cause,
which shall include a termination at the end of the then current
employment term pursuant to a notice of nonrenewal given by USI
pursuant to Section 1 hereof and which shall be deemed a
termination without Cause for all purposes under this Agreement;"
5. The Employment Agreement is hereby amended by the deletion of Section
7(a)(v) in its entirety and the substitution of the following in lieu
thereof:
"the termination of employment by Executive without Good Reason
upon sixty (60) days prior written notice or at the end of the
then current employment term pursuant to a notice of nonrenewal by
the Executive pursuant to Section 1 hereof which shall be deemed a
voluntary resignation without Good Reason for all purposes under
this Agreement;"
6. Section 7(a) and 7(g) of the Employment Agreement are hereby amended
by the deletion of the phrase "Section 8(c)(A)(i) and (ii)" and the
substitution of the phrase "Section 8(c)(A)(1) and (2)" in lieu thereof.
7. THE EMPLOYMENT AGREEMENT. The Employment Agreement, as amended
herein, shall remain in full force and effect, subject to the last sentence
of Section 1 of the Employment Agreement.
IN WITNESS WHEREOF, USI has caused this amendment to be executed by its
duly authorized officers and the Executive has hereunto set his hand as of
the date first above written.
USI, Inc.
By: /S/ XXXXXX X. XxxXXXX
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Name: Xxxxxx X. XxxXxxx
Title: Senior Vice President
/S/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
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