EXHIBIT 10(b)
September 20, 2001
Xx. Xxxxxx X. Xxxxxx
00 Xxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxx:
Reference is made to the Employment Agreement, as amended to date, between you
and the Company (the "Agreement").
In the event of a Change of Control of the Company (as that term is defined in
the Agreement), within the next year (a "Transaction"), the Company will pay you
a one-time bonus equal to 100% of your annual base salary (the "Success Bonus.")
The Success Bonus will be paid in consideration of your continued employment
through the date of the closing of the Transaction and the extraordinary
services that you will be asked to provide the Company prior to that date. (The
Success Bonus will also be paid if your employment is terminated by the Company
within three months prior to the Transaction for any reason other than Cause, as
that term is defined in the Agreement.) The Success Bonus will be payable in
cash on the date of the closing of the Transaction and will not change your
rights and obligations under the Agreement or any other agreement you may have
with the Company regarding compensation or severance. This letter supersedes any
prior letter or other document between you and the Company relating to the
Success Bonus.
We appreciate your continued and loyal service to the business.
Sincerely,
Xxxxxxx X. Xxxxxxxxxxx
Chairman of the Board and
Chief Executive Officer
ACCEPTED:
/s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx
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