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EXHIBIT 10(c)
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 22nd
day of February, 1996, by and between THE XXXXXXX-XXXXXXXX COMPANY, an Ohio
corporation ("Xxxxxxx-Xxxxxxxx") and XXXX X. XXXXX (the "Employee") to amend
and clarify that certain Employment Agreement between the parties dated January
15, 1979 (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 8 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 8, the term "annual assured compensation" shall mean
an amount equal to the sum of:
(i) twenty-six (26) times the Employee's highest regular bi-weekly salary
in effect within the three (3) year period preceding the date of
termination (before reduction for any withholding, deduction or salary
deferral, including but not limited to any deduction for withholding
income or FICA taxes and/or any deduction or deferral pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended); and
(ii) any incentive or bonus payments made or to be made to the Employee
under any incentive or bonus plan of Xxxxxxx-Xxxxxxxx, a subsidiary or
affiliate under which the Employee is or was covered at any time
preceding the change of control (an "Incentive Plan") determined based
upon the greater of: (1) the highest incentive or bonus payment paid
or payable to the Employee at any time during the three (3) year
period preceding the date of termination; or (2) the target incentive
or bonus the Employee would have received for the calendar year in
which the change of control occurred if the Employee had reached one
hundred percent (100%) of any stated goals under any or all Incentive
Plans.
2. Section 9 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 9, the term "total compensation" shall mean the
Employee's annual salary and any incentive or bonus payments paid or payable
to the Employee pursuant to an Incentive Plan for the same period.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.
/s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx
THE XXXXXXX-XXXXXXXX COMPANY
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Title: Vice President - Human Resources
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 22nd
day of February, 1996, by and between THE XXXXXXX-XXXXXXXX COMPANY, an Ohio
corporation ("Xxxxxxx-Xxxxxxxx") and XXXXXX X. XXXXXX (the "Employee") to amend
and clarify that certain Employment Agreement between the parties dated March
16, 1979 (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 6 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 6, the term "annual assured compensation" shall mean
an amount equal to the sum of:
(i) twenty-six (26) times the Employee's highest regular bi-weekly salary
in effect within the three (3) year period preceding the date of
termination (before reduction for any withholding, deduction or salary
deferral, including but not limited to any deduction for withholding of
income or FICA taxes and/or any deduction or deferral pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended); and
(ii) any incentive or bonus payments made or to be made to the Employee
under any incentive or bonus plan of Xxxxxxx-Xxxxxxxx, a subsidiary or
affiliate under which the Employee is or was covered at any time
preceding the change of control (an "Incentive Plan") determined based
upon the greater of: (1) the highest incentive or bonus payment paid
or payable to the Employee at any time during the three (3) year
period preceding the date of termination; or (2) the target incentive
or bonus the Employee would have received for the calendar year in
which the change of control occurred if the Employee had reached one
hundred percent (100%) of any stated goals under any or all Incentive
Plans.
2. Section 7 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 7, the term "total compensation" shall mean the
Employee's annual salary and any incentive or bonus payments paid or payable
to the Employee pursuant to an Incentive Plan for the same period.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
THE XXXXXXX-XXXXXXXX COMPANY
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Xxxxxx Xxxxxxx
Title: Vice President - Human Resources
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 22nd
day of February, 1996, by and between THE XXXXXXX-XXXXXXXX COMPANY, an Ohio
corporation ("Xxxxxxx-Xxxxxxxx") and XXXXXX X. XXX (the "Employee") to amend
and clarify that certain Employment Agreement between the parties dated March
16, 1979 (the "Agreement").
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 7 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 7, the term "annual assured compensation" shall mean
an amount equal to the sum of:
(i) twenty-six (26) times the Employee's highest regular bi-weekly salary
in effect within the three (3) year period preceding the date of
termination (before reduction for any withholding, deduction or salary
deferral, including but not limited to any deduction for withholding of
income or FICA taxes and/or any deduction or deferral pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended); and
(ii) any incentive or bonus payments made or to be made to the Employee
under any incentive or bonus plan of Xxxxxxx-Xxxxxxxx, a subsidiary or
affiliate under which the Employee is or was covered at any time
preceding the change of control (an "Incentive Plan") determined based
upon the greater of: (1) the highest incentive or bonus payment paid
or payable to the Employee at any time during the three (3) year
period preceding the date of termination; or (2) the target incentive
or bonus the Employee would have received for the calendar year in
which the change of control occurred if the Employee had reached one
hundred percent (100%) of any stated goals under any or all Incentive
Plans.
2. Section 8 of the Agreement is amended by adding at the end thereof the
following:
As used in this Section 8, the term "total compensation" shall mean the
Employee's annual salary and any incentive or bonus payments paid or payable
to the Employee pursuant to an Incentive Plan for the same period.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.
/s/ Xxxxxx X. Xxx
---------------------------------------
Xxxxxx X. Xxx
THE XXXXXXX-XXXXXXXX COMPANY
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Xxxxxx Xxxxxxx
Title: Vice President - Human Resources
