Exhibit 10.52
Amendment to the Employment Agreement dated October 31, 1988 and previously
amended as of December 20, 1988 and July 7, 1999, and supplemented by letter
agreement dated December 5, 1995 and amended on October 25, 0000, xxxxxxx XXX
Xxxxxxx, Inc. (renamed X.X. Xxxxxxxx Tobacco Holdings, Inc. on May 18, 1999) and
Xxxxxx X. Xxxxxxxxx (the "Executive").
WHEREAS, the Executive and RJR Nabisco, Inc., entered into an
employment agreement (the "Employment Agreement") originally dated October 31,
1988 and subsequently amended as of December 20, 1988 and July 7, 1999, which
addresses the compensation security to be provided to the Executive in the event
his employment with RJR Nabisco, Inc. is involuntarily terminated without Cause;
and
WHEREAS, on May 18, 1999, RJR Nabisco, Inc. was renamed X.X. Xxxxxxxx
Tobacco Holdings, Inc. ("RJR"); and
WHEREAS, the Employment Agreement was supplemented by a letter
agreement originally dated December 5, 1995 and superceded and replaced by a
letter agreement dated October 25, 1999, which addresses certain protections to
be provided to the Executive in the event of a Change of Control, as change of
Control is defined in the X.X. Xxxxxxxx Tobacco Holdings, Inc. 1999 Long Term
Incentive Plan (the "1999 LTIP"); and
WHEREAS, the Board of Directors of X.X. Xxxxxxxx Tobacco Holdings,
Inc., on December 5, 2001, approved an additional Change of Control provision to
be added to the Executive's Employment Agreement.
NOW, THEREFORE, the parties hereby agree to further amend the
Employment Agreement, effective December 5, 2001, by renumbering Section 7 of
the Employment Agreement as Section 8, and adding the following language as
Section 7:
"7. Change of Control
(a) In the event of a Change of Control, as specifically declared
by the Board of Directors of X.X. Xxxxxxxx Tobacco Holdings, Inc.,
the Executive shall immediately upon the Change of Control be paid
in a lump sum an amount equal to three times the sum of (a) his
annual base salary as in effect immediately prior to the Change of
Control, and (b) his target annual bonus (or last bonus, if
higher), regardless of whether or not his employment with the
Company ends at that time or at some later date.
(b) Whenever the Executive retirees from the Company, provided that
the date of retirement is after the date of a Change of Control,
the Executive will be credited with three years of service credit
in addition to his actual service for purposes of calculating his
retirement benefit, and the value of the lump sum payment described
in Section 7(a) will be deemed to be the compensation received
during the three additional years of credited service.
(c) The payment of the lump sum described in Section 7(a) and the
crediting of the three additional years of service described in
Section 7(b) shall discharge any and all Compensation Continuance
or other severance obligations the Company may have to the
Executive."
/s/ Xxxx X. Chain, Jr.
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Xxxx X. Chain, Jr.
Chairman, Compensation Committee of the
Board of Directors
X.X. Xxxxxxxx Tobacco Holdings, Inc.
AGREED
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/s/ Xxxxxx X. Xxxxxxxxx 1/4/02
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Xxxxxx X. Xxxxxxxxx Date
