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EXHIBIT 10.6
TERMINATION AGREEMENT
This Termination Agreement is entered into by and between Xxxxxxxx and
Xxxxxxxx, Inc. (the "Company") and Xxxxxxx X. Xxxxxxxxxx (the "Employee") on
this 4th day of November, 1996, effective as of November 1, 1996.
W I T N E S S E T H:
WHEREAS, the Company and the Employee entered into the Xxxxxxxx and
Xxxxxxxx, Inc. Long-Term Incentive Performance Bonus Plan (the "LTI Plan"),
effective as of July 26, 1994, in connection with the establishment on July 26,
1994 of an Employment Agreement between the Employee and the Company; and
WHEREAS, the Company has established the Xxxxxxxx and Xxxxxxxx, Inc.,
1996 Stock Option Plan (the "Stock Option Plan"); and
WHEREAS, the Company desires to grant options to the Employee to
purchase shares of common stock of the Company under the Stock Option Plan and
the Employee desires to receive a grant of options under the Stock Option Plan;
and
WHEREAS, it is the intent of the Company and the Employee that options
under the Stock Option Plan will replace benefits, if any, under the LTI Plan,
and
WHEREAS, Paragraph 20 of the LTI Plan provides that the LTI Plan may,
among other things, be terminated at any time by the mutual agreement of the
Company and the Employee; and
WHEREAS, the Company and the Employee desire to terminate the LTI
Plan;
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
The Company and the Employee hereby agree to the termination of the
LTI Plan, effective as of November 1, 1996. The Company and the Employee hereby
agree further that Employee shall not be entitled to any benefits under the LTI
Plan, including benefits for periods of employment by the Employee with the
Company prior to November 1, 1996.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written, effective as set forth herein.
EMPLOYEE: COMPANY:
XXXXXXXX AND XXXXXXXX, INC.
/s/ XXXXXXX X. XXXXXXXXXX By: /s/ XXXXXX 0. XXXXXXXX, SR.
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Xxxxxxx X. Xxxxxxxxxx Xxxxxx 0. Xxxxxxxx, Sr.,
Chairman of the Board
