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April __, 1996
Xx. Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxx:
We are pleased to confirm our agreement that you shall serve as
President and Chief Operating Officer of Xxxxxxxx Corporation ("Xxxxxxxx" or
the "Company") with a base salary at the rate of $500,000 per annum, all
effective August 1, 1995.
You shall also be entitled to Incentive Compensation for 1996, as
calculated and paid (subject to the following) in your prior Incentive
Compensation Agreement. In the event your employment with the Company terminates
for any reason during 1996, your Incentive Compensation shall be prorated on the
basis of the number of days elapsed during 1996 prior to such termination;
provided, however, that you shall be entitled to Incentive Compensation for all
of 1996 if your termination of employment results from or follows a failure by
Xxxxxxxx to continue you in your present positions with the Company, a Change
in Control (as defined below), your termination by the Company not for cause
(as defined in your prior Employment Agreement) or your death or permanent
incapacity (as defined in your prior Employment Agreement); with any payment of
Incentive Compensation under this sentence being based solely on the actual
Adjusted Pre-tax Income of Xxxxxxxx for 1996. A Change in Control shall mean the
acquisition by any individual, entity or group (as such term is defined in the
Securities Exchange Act of 1934 ("Exchange Act")) (a "Person"), other than any
Person who is currently the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of 5% or more of the Company's outstanding Common Stock, as a
result of which such acquiring Person is the beneficial owner of 25% or more of
the Company's outstanding Common Stock; a change in the Company's Board of
Directors such that the existing directors cease to constitute a majority of
the members of such Board; or a sale of all or substantially all of the assets,
a merger or consolidation, or a similar transaction of or involving the
Company.
Very truly yours,
XXXXXXXX CORPORATION
By: ______________________________
Xxxx Xxxxxxxx
Chairman of the Board
AGREED:
_______________________
Xxxxxx X. Xxxxxxx
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