Exhibit 10-13
AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
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This Amendment dated January 29, 2003 (this "Amendment") is made to the
Employment and Non-Competition Agreement dated as of November 5, 1997 (the
"Agreement") between Elgin National Industries, Inc., a Delaware corporation,
and all related and affiliated entities, successors and assigns now in existence
or hereinafter created ("ENI"), and Xxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Section 4(b) of the Agreement provides that ENI shall pay
Xxxxxxx a management incentive bonus each fiscal year during the Term (as
defined in the Agreement); and
WHEREAS, as an inducement to Xxxxxxx to continue his employment with
ENI pursuant to the Agreement, the parties wish to execute this Amendment to
establish the specific terms of the incentive bonus for the fiscal years 2003
and later, which terms shall be identical to the terms governing the incentive
bonus for the fiscal years of ENI 1997 through 2002.
NOW, THEREFORE, it is hereby agreed as follows:
5. Preamble; Recitals. The preamble and recitals set forth above
are incorporated in and form a part of this Amendment.
6. Amendment. Section 4(b) of the Agreement is hereby amended by
adding the following as the last sentence thereto: "For each
fiscal year of ENI beginning with the 2003 fiscal year and
continuing for each fiscal year until the expiration of the
Term or earlier termination of this Agreement, Xxxxxxx shall
be entitled to receive an Incentive Bonus equal to 1.50% of
ENI's EBITDA for such fiscal year, to be paid as provided
above in this Section 4(b)."
7. Full Force and Effect. The Agreement, as amended hereby,
continues in full force and effect.
8. Counsel. Xxxxxxx acknowledges that he has been advised to
obtain separate legal counsel to review this Amendment and
advise him regarding the legal consequences of the same.
Mayer, Brown, Xxxx & Maw has drafted this Amendment as counsel
for ENI with Xxxxxxx'x consent. Although Mayer, Brown, Xxxx &
Maw has represented Xxxxxxx previously in other matters not
involving the Agreement, Mayer, Brown, Xxxx & Maw is not
acting as attorney for Xxxxxxx with respect to this Amendment.
Mayer, Brown, Xxxx & Maw shall be under no obligation to
maintain the confidentiality from ENI of any matter
communicated to it by Xxxxxxx with respect to this Amendment.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Amendment to be duly executed as of the date and year
first above written.
ELGIN NATIONAL INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
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Title: Vice President
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/s/ XXXX X. XXXXXXX
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