EXHIBIT 5
FORM OF AMENDMENT NO. 2 TO SEVERANCE AGREEMENT
AMENDMENT NO. 1, entered into as of October 27, 1998 ("Amendment"), to
Severance Agreement, dated as of February 23, 1998 (the "Agreement"), as amended
on September 18, 1998, by and between Global Industrial Technologies, Inc., a
Delaware corporation (the "Company"), and [executive] ("Executive").
Company and Executive hereby agree, pursuant to Section 17 of the Agreement
and for and in consideration of the premises and the mutual covenants and
agreements contained herein, to amend the Agreement in the following respects:
1. Paragraph 1(h)(l) of the Agreement is hereby amended to read in
its entirety as follows:
(h) 'Good Reason' means, without Executive's express written consent,
the occurrence of any of the following events after a Change in
Control:
(i)(A) any change in duties, responsibilities (including direct
reporting responsibilities) or status of Executive that is
inconsistent in any material and adverse respect with Executive's
position(s), duties, responsibilities or status with the Company
immediately prior to such Change in Control (including any material
and adverse diminution of such duties or responsibilities); or (B) a
material and adverse change in Executive's titles or offices
(including, if applicable, membership on the Board) with the Company
as in effect immediately prior to such Change in Control;"
2. Defined terms used in this Amendment shall have the meanings
assigned to them in the Agreement.
3. The Agreement is only amended as expressly set forth herein.
EXECUTED as of the day and year first above written by the undersigned duly
authorized officer of the Company and the Executive.
Global Industrial Technologies, Inc.
By: ___________________________ By: ___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name of Executive
Chairman [title]
