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EXHIBIT 10(m)
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to the Employment Agreement between The First Years Inc.
(the "Company") and Xxxxxxxx Xxxxx ("Xxxxx"), dated March 23, 1995 (the
"Agreement") is made this 16th day of January 1997.
In consideration of the mutual covenants hereinafter set forth, the parties
agree to amend the Agreement as follows:
1. Paragraph 11 is deleted in its entirety and is replaced with the following
paragraph:
"SEVERANCE.
(a) If, at the expiration of this Agreement, the parties do not enter into
a new employment or severance agreement, or if Xxxxx'x employment with the
Company is terminated during the Term by either party for any reason (other
than Death, Disability, or Cause as defined in this Agreement), then the
Company will continue to pay Xxxxx his Base Salary and provide the Benefits
then in effect for twenty-four (24) months, reduced by the amount, if any,
that Xxxxx earns from other employment during such 24-month period,
provided Xxxxx continues to comply with his obligations under Paragraphs 7,
8, 9, and 10 of this Agreement during such 24-month period. Xxxxx will not
be entitled to receive any Annual Bonus for such 24-month period. Xxxxx
will not be obligated to seek employment.
(b) If at the expiration of this Agreement, the parties do not enter into a
new employment or severance agreement, or if Xxxxx'x employment with the
Company is terminated during the Term for any reason (other than for Death
or Cause as defined in this Agreement), the Company will continue to pay
the premiums for and provide coverage to Xxxxx under the same group
medical and dental plans as the Company provides to the Company's
executive officers, and the same medical reimbursement plan being provided
to Xx. Xxxxx and certain other senior executive officers as of the date of
this Amendment, until Xx. Xxxxx is eligible for and entitled to coverage
under Medicare; provided that the Company can amend, alter or change such
plans as long as such benefits to Xxxxx under such new plans are no less
than those commensurate with Xxxxx'x position at the time of his
termination of employment; provided that to the extent such medical
benefits cannot be provided to Xxxxx under the terms of such plans or the
plans
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cannot be so amended in any manner not adverse to the Company, the Company
shall pay to Xxxxx, on an after-tax basis, an amount necessary for Xxxxx to
acquire comparable benefits from an independent insurance carrier; provided
further, that the obligations of the Company under this clause 11 (b) shall
be terminated if, at any time after the date of his termination of
employment with the Company, Xxxxx is employed by or is otherwise
affiliated with a party that offers comparable health benefits to Xxxxx;
and provided he continues to comply with his obligations under Paragraphs
7, 8, 9, and 10.
IN WITNESS WHEREOF, the parties have executed this First Amendment this 16th day
of January, 1997.
THE FIRST YEARS INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
