Exhibit 10(xi)
AMENDMENT TO EXECUTIVE COMPENSATION AGREEMENT
This Amendment, effective January 27, 2000, amends the Executive
Compensation Agreement (the "Agreement") entered into as of November 21, 1997
between Bontex, Inc., a Virginia corporation (the "Company") and Xxxxxxx X. X.
Xxxxxxxx (the "Employee"). Except as set forth below, the terms of the Agreement
shall in all other respects remain in full force and effect.
1. Section 1 of the Agreement is deleted in its entirety and is replaced with
a new Section 1.
1. Employment. The Company employs Xxxxxxx X. X. Xxxxxxxx as Senior Vice
President, General Manager of U.S. Operations, Corporate Secretary and
Controller of the Company, and the Employee accepts employment upon
the terms and conditions of this Agreement.
2. Section 3 of the Agreement is deleted in its entirety and is replaced with
a new Section 3.
3. Term. (a) The term of this Agreement shall begin on the date hereof
and shall terminate on November 30, 2005.
(b) Notwithstanding anything in this Agreement to the contrary, this
Agreement shall continue in effect for at least a period of thirty-six
(36) months beyond the date of a Change in Control of the Company, if
one shall have occurred during any term of this Agreement.
3. Pursuant to a previously executed Option Cancellation Agreement, Section 15
of the Agreement is deleted in its entirety and the option granted to
Employee under this paragraph is hereby canceled, is null, void and of no
further effect. The Company presented for approval of its shareholders at
the Annual Meeting of Shareholders held in October 1998, and adjourned
until January 1999, a proposal whereby an option would be granted by the
Company to Employee to purchase 20,000 shares of common stock at an
exercise price equal to the market price of the Common Stock as of the date
of the original grant set forth in the Agreement ($5.63). The option grant
proposal was approved by the shareholders, and the company has issued a new
option to Employee, which is separate from the Agreement or this Amendment.
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IN WITNESS WHEREOF the parties have executed this Amendment to the
Agreement as of January 27, 2000, pursuant to a resolution of the Board of
Directors, duly convened following timely notice, on the 28th day of October,
1999, and pursuant to a resolution of the Compensation Committee of the Board of
Directors, duly convened following timely notice, on the 27th day of October,
1999.
BONTEX, INC.
By: s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chairman of the
Compensation Committee of the Board of
Directors of Bontex, Inc.
s/Xxxxxxx X. X. Xxxxxxxx
Xxxxxxx X. X. Xxxxxxxx
