Exhibit 10(k)
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to the Employment Agreement by and
between Xxxxxxx Corporation (the "Company"), and H. Xxxxxxxx Xxxx, Xx. (the
"Executive"), entered into as of July 18, 2000 (the "Employment Agreement") is
entered into this 19/th/ day of November, 2001.
WHEREAS, the Company and the Executive have determined that it is in their
best interest to amend the Employment Agreement to confirm the parties'
intentions regarding the effective date and the benefits to be provided to the
Executive upon his termination of employment; and
WHEREAS, the Employment Agreement may be amended by mutual written
agreement at any time.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. All references in the Employment Agreement to the term "Effective
Date" shall mean July 18, 2000.
2. In Section 2 of the Employment Agreement, the second and third lines
shall be revised to read as follows:
provided in Section 1 hereof shall commence on the Effective Date and,
unless sooner terminated as hereinafter set
3. The introductory paragraph of Section 10(a) of the Employment
Agreement shall be revised so that it reads as follows:
(a) If the Executive terminates this Agreement by giving notice
of termination pursuant to Section 2, or if the Executive's employment
is terminated by the Executive's death, the Company shall pay or
provide the following amounts to the Executive or to the Executive's
estate (or as may be directed by the legal representatives of the
estate), as the case may be, not later than 14 days from the Date of
Termination in the case of the payments referred to in clauses (i),
(ii) and (iii) below and, at the time when such payments are due, in
the case of the payments referred to in clauses (iv) and (v) below
(the respective "Payment Due Dates") and the Company shall have no
further obligations to the Executive under this Agreement.
4. Clause 10(a)(iii) of the Employment Agreement shall be revised by
deleting the final word "and".
5. Clause 10(a)(iv) of the Employment Agreement shall be revised to read
as follows:
(iv) the pro-rata Annual Bonus determined in accordance with
Section 5(b); and
6. A new Clause 10(a)(v) shall be added to the Employment Agreement,
reading as follows:
(v) To the extent not theretofore paid or provided, any other
amounts or benefits required to be paid or provided as of the Date of
Termination or which the Executive is eligible to receive at the Date
of Termination in accordance with the terms of any plan, program,
policy or practice or contract or agreement of the Company and its
affiliated companies, it being understood, however, that, unless
otherwise specified elsewhere in this Agreement or in the other such
plan, program, policy, practice or contract because of the nature of
the termination, no amounts or benefits shall vest as a result of the
termination and employee benefits shall cease to accrue as of the date
of Termination.
7. The last sentence of Section 10(a) shall be amended to read as
follows:
For purposes of this Agreement, the amounts listed in subsections (i)
through (v) above shall be collectively referred to as the "Accrued
Obligations."
8. Except as expressly provided herein, the terms and conditions of the
Employment Agreement shall remain in full force and effect and shall be binding
on the parties hereto.
9. This Amendment shall be effective as of July 18, 2000.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment, and have caused this Amendment to be duly executed and delivered
in their name and on their behalf, on the date first above written.
XXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman of Board
EXECUTIVE
/s/ Xxxxx Xxxxxxxx Xxxx, Xx.
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Xxxxx Xxxxxxxx Xxxx, Xx.
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