SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
("Second Amendment"), made and entered into this 5th
day of August, 1999, to be effective as of the
1st day of May, 1999, by and between DIMON Incorporated
(the "Company") and Xxxxxx X. Xxxx, III (the
"Executive").
WHEREAS, DIMON International, Inc. was merged into
DIMON Incorporated, and DIMON Incorporated is the
successor in interest to that certain Employment
Agreement (the "Agreement") dated October 18, 1994,
which was effective as of July 1, 1994, entered into by
the Executive. The Company and the Executive have agreed
to modify Section 3.1 of the Agreement to reflect certain
understandings between the parties with regard to the
expiration date of the Initial Term and the provisions
for notice regarding expiration of the Term of the
Executive's employment.
NOW, THEREFORE, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, the
Company and the Executive agree that the Agreement shall
be amended as follows:
1. The date "June 30, 1999" used in subsection
(i) of the first sentence of Section 3.1 shall be
replaced with the date "October 31, 1999" such that the
first sentence of Section 3.1 shall read as follows:
3.1 Term of Employment. The
term of the Executive's employment
(the "Initial Term") under this
Agreement shall be effective as of
July 1, 1994, and shall continue
until the earliest to occur of the
following (the "Termination Date"):
(i) October 31, 1999 (except as
otherwise provided in this Section
3.1); (ii) the last day of the
Employment Year (as defined in this
Section 3.1) in which the Executive
attains the age of sixty-five (65);
(iii) the date of death of the
Executive; (iv) the date coinciding
with the end of one hundred eighty
(180) days of continuous "Total
Disability" of the Executive (as
defined in ARTICLE 7); (v) the
specified date of termination under
the Notice Exception (as defined in
Section 3.2); (vi) the date of
termination under the Cause Exception
(as defined in Section 3.3); or (vii)
the date the Executive terminates his
employment for Good Reason (as
defined in Section 3.4).
2. The date "May 1" used in the third sentence of
Section 3.1 shall be replaced with the date "September 1"
such that the third sentence of Section 3.1 shall
read as follows:
If either party hereto desires for
the Term to expire at the end of the
Initial Term or at the end of any
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succeeding one-year Extension Period,
such party shall give written notice
of such desire to the other party no
later than September 1 of the
Employment Year (as defined in this
Section 3.1) in which the Initial
Term will expire or September 1 of
any succeeding one-year Extension
Period.
3. The date "July 1" used in the last sentence of
Section 3.1 shall be replaced with the date "November 1"
such that the sentence reads as follows:
Each twelve-month period beginning
November 1 during the Term is
referred to herein as an "Employment
Year."
IN WITNESS WHEREOF, the parties have executed this
Second Amendment to Employment Agreement on the day and
year first above written.
EXECUTIVE
/s/ Xxxxxx X. Xxxx, III
____________________________
Xxxxxx X. Xxxx, III
WITNESS
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
_________________________
DIMON INCORPORATED
/s/ Xxxxxxx X. X'Xxxxxx
By: Xxxxxxx X. X'Xxxxxx
______________________
Its: Senior Vice President -
Human Relations
______________________
Attest:
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
_________________________
Secretary/Assistant Secretary
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