AGREEMENT TO AMEND THE EMPLOYMENT AGREEMENT
This Agreement to Amend the Employment Agreement ("Agreement to
Amend") is effective as of March 9, 2005 by and between Anchor Glass
Corporation (the "Company") and Xxxxx X. Xxx (the "Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated as of August 30, 2002 (the "Employment Agreement"); and
WHEREAS, under the Employment Agreement, the Executive currently
serves as Executive Vice President - Operations & Engineering; and
WHEREAS, the Executive has agreed to serve instead as Chief Technology
Officer of the Company; and
WHEREAS, the Company and the Executive desire to amend the Employment
agreement to reflect the Executive's change in title and certain other mutually
agreed upon changes to the terms and conditions provided in the Employment
Agreement; and
WHEREAS, all capitalized terms not defined herein shall have the
meaning given to them in the Employment Agreement; and
WHEREAS, except as specifically provided herein, all terms and
conditions of the Employment Agreement shall remain in full force and effect.
NOW, THEREFORE, in consideration of the promises in this Agreement to
Amend, the mutuality and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Section 1.2 of the Employment Agreement is amended to provide
that the Employment Term shall be extended until August 30, 2007, unless sooner
terminated by either the Company or the Executive in accordance with the
provisions of the Employment Agreement.
2. All references in the Employment Agreement to "Executive Vice
President - Operations & Engineering" are replaced with references to "Chief
Technology Officer."
3. A new Section 2.1(c) is added to the Employment Agreement to
provide as follows: "2.1(c) The Executive will serve as a member of the interim
Operating Committee of the Company reporting to the Board through the Chairman
of the Board, until such date as the Board appoints a CEO or otherwise
determines to terminate the interim Operating Committee."
4. The first sentence of Section 3.1 shall be replaced with the
following: "The Company shall pay the Executive an annual base salary of
$300,000 per year ("Base Salary")."
5. The last sentence of Section 3.2(c) shall be replaced with the
following: "Any such Annual Bonus shall in any event be paid within seventy-five
(75) days after the end of the year."
6. Section 4.3(a) shall be deleted and replaced with the following:
"The Base Salary that the Company would have paid under the Agreement had the
Executive's employment continued until August 30, 2007."
7. In Sections 4.3(b) and 4.3(c), the words "for 1 year after
termination" shall be replaced with "until August 30, 2007," and in Section
4.3(b), "to the extent permitted by such plans and the law" shall be added
immediately after "applicable plans."
8. In Section 5.6 the words "for the period that the Executive
receives payments pursuant to Section 4.3 hereof after termination of
employment" shall be replaced with the following: "until August 30, 2007."
9. In Section 6.6, the words "Attention: President and Chief\
Executive Officer" shall be replaced with "Attention: Chairman of the Board."
10. In consideration for the Executive's prospective service as a
member of the interim Operating Committee of the Company through December 31,
2005, the Company make a one-time lump sum payment of $50,000 to the Executive
on March 31, 2005.
11. The Executive agrees that his change in title from Executive Vice
President - Operations & Engineering to Chief Technology Officer will not
constitute Good Reason under the Employment Agreement. The Executive further
agrees that any modification to his duties that may be caused by a new CEO or
the Board will not constitute Good Reason under the Employment Agreement.
12. The Company and the Executive agree that except as specifically
provided in this Agreement to Amend, all terms and conditions of the Employment
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement to Amend
effective as of the date first above written.
ANCHOR GLASS CONTAINER EXECUTIVE
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxx
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V.P. Gen'l. Csl. & Secy.
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