AMENDMENT TO SEVERANCE AGREEMENT
This Amendment dated as of December 8, 1997 to Severance
Agreement dated as of January 3, 1995 (the "Severance Agreement") is entered
into among Xxxx Sports Corp., a Delaware corporation (the "Company"), Xxxx
Sports, Inc., a California corporation and a wholly-owned subsidiary of the
Company (the "Subsidiary"), and Xxxxx X. Xxx (the "Executive"). Capitalized
terms not defined herein shall have the respective meanings set forth in the
Severance Agreement.
WHEREAS, the Company and the Executive desire to amend the
Severance Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereby agree that the Severance
Agreement shall be amended as set forth below.
1. Section 1(k) of the Severance Agreement is hereby amended
to read in its entirety as follows:
"(k) "Window Period" means the 30-day period commencing
[90] days after the date of a Change in Control."
2. Section 3(a)(2) of the Severance Agreement is hereby
deleted in its entirety.
3. Section 4(a) of the Severance Agreement is hereby amended
to read in its entirety as follows:
"(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any
payment or distribution by the Company or its affiliated
companies to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without
regard to any adjustment required under this Section 4) (in
the aggregate, the "Total Payments") would be subject to the
excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), and if it is determined that (A) the amount remaining,
after the Total Payments are reduced by an amount equal to all
applicable federal and state taxes (computed at the highest
applicable marginal rate), including the Excise Tax, is less
than (B) the amount remaining, after taking into account all
applicable federal and state taxes (computed at the highest
applicable marginal rate), after payment or distribution to or
for the benefit of the Executive of
the maximum amount that may be paid or distributed to or for
the benefit of the Executive without resulting in the
imposition of the Excise Tax, then the payments due hereunder
shall be reduced so that the Total Payments are One Dollar
($1) less than such maximum amount."
IN WITNESS WHEREOF, the Company and the Subsidiary have each
caused this Agreement to be executed by a duly authorized officer of the Company
or the Subsidiary, as the case may be, and the Executive has executed this
Agreement as of the day and year first above written.
XXXX SPORTS CORP.
By:________________________________
Xxxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
BY: _____________________________
Xxxxxxx X. Xxxxxxxx, Chairman
Compensation Committee
XXXX SPORTS, INC.
By:________________________________
Xxxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
EXECUTIVE:
___________________________________
Xxxxx X. Xxx
