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EXHIBIT 10(M)
SECOND EXTENSION AGREEMENT
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SECOND EXTENSION AGREEMENT (the "Second Extension Agreement") by and
between INSILCO CORPORATION, a Delaware corporation (the "Company"), and XXXXXX
X. XXXXXXX, (the "Executive"), dated as of the ___ day of __________ 1997.
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated as of the 1st day of May 1993, which was subsequently amended
and restated as of the 1st day of July, 1993 (the "Agreement"); and the parties
have agreed to amend certain provisions of the Agreement; and
WHEREAS, the Company and the Executive also entered into an Option
Agreement dated as of the 1st day of May 1993 (the "Option Agreement"), and have
agreed to amend certain provisions of the Option Agreement; and
WHEREAS, the Company and the Executive entered into an Extension
Agreement dated as of the 1st day of May, 1996, which amended the Agreement and
the Option Agreement, and the parties have now decided to further amend certain
of the provisions of the Agreement and the Option Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Capitalized Terms. Unless otherwise provided, capitalized terms used
herein shall have the meaning given to them; as capitalized terms in the
Agreement or the Option Agreement, as the case may be.
2. Employment Period. The company shall continue to employ the
Executive, and the Executive shall serve the Company, on the terms and
conditions set forth in the Agreement, except as modified by this Second
Extension Agreement, for the period commencing on May 1, 1996 and
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ending on April 30, 2001 (the "Extended Employment Period"). Unless specifically
otherwise provided herein, or unless the context plainly provides otherwise, all
references to the Employment Period in the Agreement shall hereafter include the
Extended Employment Period.
3. Compensation. During the Extended Employment Period the Executive
shall receive an Annual base Salary and an Annual Bonus in such amounts as may
be determined and awarded from time to time by the Board, but in no event shall
the Annual Base Salary be less than the amount paid the Executive for 1996.
4. Extension of Time. Clause (iv) of Section 4 of the Option Agreement
is amended to read as follows:
"(iv) the day immediately following the eighth anniversary of
the date hereof."
5. Except as hereinabove expressly provided herein, all of the terms
and conditions set forth in the Agreement and Option Agreement, as previously
amended by the Extension Agreement, are hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Extension Agreement to be executed in its name on its behalf, all as
of the day and year first above written.
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Xxxxxx X. Xxxxxxx, Executive
INSILCO CORPORATION
By:
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Xxxxxxx X. Xxxx
Vice President & General Counsel
