FIFTH AMENDMENT TO PERSONAL SERVICES AGREEMENT
Exhibit
10.2
FIFTH
AMENDMENT TO PERSONAL SERVICES AGREEMENT
THIS
FIFTH AMENDMENT TO PERSONAL SERVICES AGREEMENT, dated as of March 11,
2008 by and between American Biltrite Inc., a Delaware corporation (“ABI”) and
Congoleum Corporation, a Delaware corporation (“Congoleum”);
WITNESSETH:
THAT
WHEREAS, ABI and Congoleum are parties to a Personal Services Agreement, dated
as of March 11, 1993 (the “Personal Services Agreement”), as amended February 8,
1995, November 15, 1996, March 10, 1998, and November 7, 2002, pursuant to which
ABI agreed that Xxxxx X. Xxxxxx would serve as the Chief Executive Officer of
Congoleum and Xxxxxxx X. Xxxxxx would serve as the Vice Chairman of Congoleum,
subject to certain terms and conditions set forth in the Personal Services
Agreement;
NOW,
THEREFORE, in consideration of the agreement set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
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Extension
of Term. The term of the Personal Services Agreement is
renewed until the earlier of (a) the effective date of a plan of
reorganization for Congoleum Corporation, et al., following a final order
of confirmation, or (b) September 30,
2008.
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2.
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Ratification. Each
of ABI and Congoleum hereby ratifies and confirms all of the terms and
provisions of the Personal Services Agreement, as amended
hereby.
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3.
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Counterparts. This
Amendment to Personal Services Agreement may be executed in one or more
counterparts, each of which shall be an original but all of which shall
collectively constitute a single
instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
to Personal Services Agreement as of the date first above
written.
AMERICAN
BILTRITE INC.
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
Title: President
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CONGOLEUM
CORPORATION
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By:
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/s/
Xxxxx X. Xxxxxx
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Name: Xxxxx
X. Xxxxxx
Title: Chief
Executive Officer
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