EXHIBIT 10.3
RESCISSION AGREEMENT
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This Rescission Agreement is entered into as of July 16, 1995 between Xxxxx
Paper Company, a Pennsylvania corporation (the "Company"), and Xxxxxx X. Xxxxxx
(the "Executive").
WHEREAS, pursuant to an Amendment to Employment Agreement dated as of
February 24, 1995 (the "Amendment"), the Company and the Executive amended the
Employment Agreement dated as of April 19, 1994; and
WHEREAS, concurrently herewith, Xxxxxxxx-Xxxxx Corporation, a Delaware
corporation ("Xxxxxxxx-Xxxxx"), Rifle Merger Co. and the Company are entering
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Rifle Merger Co. is merging (the "Merger") with and into the Company and the
Company is becoming a wholly-owned subsidiary of Xxxxxxxx-Xxxxx;
WHEREAS, in order for the Merger to be accounted for as a pooling of
interests, the Company and the Executive desire to rescind the Amendment prior
to the Effective Time;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
the Company and the Executive hereby agree as follows:
1. Rescission of Amendment. At the Effective Time, the Amendment shall be
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rescinded and shall be of no further force or effect whatsoever.
2. Termination of Agreement. This Agreement shall terminate and shall be
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of no further force or effect if the Merger Agreement shall be terminated and
the Merger shall not become effective pursuant to the terms thereof.
3. Successors; Binding Agreement. This Agreement shall inure to the
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benefit of and be enforceable by the Executive and by his personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees and by the Company and its successors and assigns.
4. Notices. All notices and other communications required or permitted
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under this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered, when delivered by courier or overnight express
service or five days after having been sent by certified or registered
mail, postage prepaid, addressed (a) if to the Executive, to the Executive's
address set forth in the records of the Company, or if to the Company, to O.
Xxxxxx Xxxxxxxx, Senior Vice President and General Counsel, Xxxxxxxx-Xxxxx
Corporation, 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, with a copy to Xxxxxx X.
Xxxx, Xxxxxx & Xxxxxx, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or (b)
to such other address as either party may have furnished to the other party in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
5. Governing Law; Validity. The interpretation, construction and
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performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware without regard to the
applicable principles of conflicts of laws. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any of the other provisions of this Agreement, which other
provisions shall remain in full force and effect.
6. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
7. Miscellaneous. No provision of this Agreement may be modified or
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waived unless such modification or waiver is agreed to in writing and executed
by the Executive and by a duly authorized officer of the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
failure to comply with, any condition or provision of this Agreement to be
performed or complied with by such other party shall be deemed a waiver of any
similar or dissimilar conditions or provisions at the same or at any prior or
subsequent time. Failure by the Executive or the Company to insist upon strict
compliance with any provision of this Agreement or to assert any right which the
Executive or the Company may have hereunder shall not be deemed to be a waiver
of such provision or right or any other provision of or right under this
Agreement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Executive has executed this Agreement as of
the day and year first above written.
XXXXX PAPER COMPANY
By:
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EXECUTIVE:
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Xxxxxx X. Xxxxxx
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