EXHIBIT 10.6
XXXXXXX & XXXXXX CORPORATION
000 XXXXXXXXXX XXXXXXX
XXXX, XXXXXXXX 00000
October 10, 2003
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxxxx, Xxxxxxxx 00000
RE: AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter modifies and amends your Employment Agreement with Xxxxxxx
& Xxxxxx Products Company (the "Company"), dated December 20, 2001 ("Employment
Agreement"). If the modifications and amendments described in this letter are
satisfactory to you, please indicate your acceptance by returning a signed copy
of this letter to the attention of Xxxx Xxxxxxx, Senior Vice President, Human
Resources, at our Troy headquarters.
The Employment Agreement recites an initial term that expires on
December 19, 2004. By this letter agreement, you and the Company agree that the
initial term of the Employment Agreement will be extended to the end of business
on July 31, 2005.
The Employment Agreement will expire at the end of business on July 31,
2005, and such expiration will not be a "Constructive Termination" for purposes
of Section 6(e)(iv) of the Employment Agreement. Any employment with the Company
after July 31, 2005, will be at-will, unless you and the Company subsequently
enter into a new agreement regarding your employment after that date.
Section 3(a) of the Employment Agreement is amended to increase your
base salary to an annual rate of $450,000.
You will be eligible for Retirement under the Supplemental Retirement
Income Plan ("SRIP") on the earlier of (i) the date that you satisfy the
eligibility requirements for Retirement under the Plan, or (ii) in the event of
a No Cause or Constructive Termination under the Employment Agreement before the
date that you would otherwise be eligible for Retirement under the SRIP, the
date of such termination. The terms and conditions of the SRIP otherwise
continue to apply, including, without limitation, any adjustments for early
Xx. Xxxxxxx X. Xxxxxxxx
November 6, 2003
Page 2
commencement before age 62. The accelerated vesting described in this paragraph
would relate only to your eligibility for Retirement; it does not affect your
service credit for purposes of calculating the amount of any benefit under
Article IV of the SRIP.
Except as modified and amended by this letter, your Employment
Agreement remains in effect in accordance with its terms.
Very truly yours,
XXXXXXX & XXXXXX CORPORATION
/S/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President and
Chief Executive Officer
Enclosure
/S/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Date: October 13, 2003
