EXHIBIT (c)(2)
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AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
by and between
I.C. XXXXXX & COMPANY, INC.
and
XXXXXX X. XXXXX
THIS AMENDMENT NO. 1, dated as of August 27, 1998, is made a part of
that certain EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated as May 15,
1997 by and between I. C. Xxxxxx & Company, Inc. (the "Company"), and Xxxxxx X.
Xxxxx (the "Executive"). It is intended by the parties that the terms of this
Amendment No. 1, to the extent that they are more specific than the terms
contained in the Agreement, or to the extent that they should conflict with the
terms contained in the Agreement, shall supersede the terms of the Agreement.
Section numbers utilized in this Amendment No. 1 correspond, where applicable,
to section numbers used in the Agreement.
W I T N E S S E T H:
Accordingly, in consideration of the mutual covenants and
representations contained herein and the mutual benefits derived herefrom, the
parties hereto agree as follows:
1. Paragraph 2 is hereby restated in its entirety as follows:
2. Term. This Agreement shall begin May 15, 1997 and shall
continue until May 15, 2001. (the "Employment Period") Thereafter, this
Agreement shall renew automatically from Employment Year to Employment
Year, subject to the right of either party to terminate this Agreement
as of the end of any Employment Year upon sixty (60) days' prior
written notice to the other party. An "Employment Year" begins each May
15 and ends on the following May 15.
2. Paragraph 6 A is hereby restated in its entirety as follows:
6. Duties.
A. During the term of this Agreement, the Executive shall serve
as Chairman of the Board and Chief Executive Officer, have such powers
and shall perform such duties as from time to time shall be assigned to
him by the Board of Directors of the Company and as are customary and
incident to the office of Chairman of the Board and Chief Executive
Officer. The Executive shall perform such additional duties and
functions without separate compensation, unless otherwise authorized by
the Board of Directors of the Company.
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3. Paragraph 3 is hereby restated in its entirety as follows:
3. Base Salary. The Executive's base salary for each Employment Year
under this Agreement (May 15, 1997 through May 15, 2001) shall be at
the rate of Four Hundred Thousand Dollars ($400,000) per annum. Such
base salary may be increased based on periodic reviews by the
Compensation Committee of the Board of Directors. The Executive's base
salary shall be paid throughout the year, in accordance with normal
payroll practices of the Company.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 on the date first above written.
ATTEST: I.C. XXXXXX & COMPANY, INC.
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Secretary Xxxxxx X. Xxxx, President
WITNESS: EXECUTIVE
/s/ Xxxxx Derencz /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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