EXHIBIT 10(f)
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT
This agreement is entered into between Aztec Manufacturing Co. (the
"Company") and X.X. Xxxxxx ("Xxxxxx") on the date hereafter set forth.
WHEREAS, the parties hereto entered into a change in control agreement (the
"Change in Control Agreement") on the 25 day of April, 1986; and
WHEREAS, the parties to that Change in Control Agreement desire to amend it
as set forth herein.
NOW, THEREFORE, in consideration of the premises and the continued employment of
Xxxxxx, it is agreed as follows:
1. Subparagraphs 3(ii) and 3 (iii) of the Change in Control Agreement are
amended to read as follows:
"3. Compensation Following Change of Control
...
(ii) If your employment during such three (3) month period shall
be terminated by you for Good Reason, as defined below, or as a
result of your death or total disability or for any other reason
whatsoever by the Company, the Company shall, in addition to the
payment provided for in Section 3(i),pay you your full base
salary through the date of termination of employment, plus any
other amounts to which you are entitled under any compensation
plan of the Company, at the time such payments are due. The
payment provided for in Section 3(i) shall be due within five (5)
days after the date of your termination.
(iii) If your employment during such three (3) month period shall
be terminated by you for any reason whatsoever other than as a
result of your death, total disability or Good Reason as define
below, the Company shall pay you your full base salary through
the date of termination of your employment at the rate in effect
at the time of your termination of employment, plus any other
amounts to which you are entitled under any compensation plan of
the Company, at the time such payments are due, but you shall not
be entitled to the payment provided for in Section 3(i). For
purposes of the Agreement, "Good Reason" shall mean without your
express written consent, the occurrence after a change in control
of the Company of any of the following circumstances:
(A) the assignment to you of any duties inconsistent with your
present status as Chairman of the Board and President of the
Company (or such other title or titles as you may be holding
immediately prior to the change in control of the Company) or a
substantial adverse alteration in the nature or status of your
responsibilities from those in effect immediately prior to the
change in control of the Company;
(B) a reduction by the Company in your annual base salary as in
effect on the date of the change in control of the Company;
(C) the relocation of the Company's principal executive offices
to a location outside of Fort Worth, Texas (or, if different, the
metropolitan area in which such offices are located immediately
prior to the change in control of the Company) or the Company's
requiring you to be based anywhere other than the Company's
principal
EXHIBIT 10(f)
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executive offices except for required travel on the Company's
business to an extent substantially consistent with your business
travel obligations on the date of the change in control of the
Company;
(D) the failure by the Company, without consent to pay to you
any portion of current compensation, or to pay you any portion of
an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the
date such compensation is due;
(E) except as provided below, the failure by the Company to
continue in effect any compensation plan in which you participate
immediately prior to the change in control of the Company's
current plan under which you receive a bonus, based on gross
profits of the Company or any substitute plans adopted prior to
the change in control, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company to continue
your participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of
the amount of benefits provided and the level of your
participation relative to other participants, as existed at the
time of the change in control;
(F) except as provided below, the failure of the Company to
continue to provide you with benefits substantially similar to
those enjoyed by you under the Employees Benefit Plan and Trust
of Aztec Manufacturing Co. or under any of the Company's other
deferred compensation plans, life insurance, medical, health and
accident, or disability plans in which you were participating at
the time of the change in control of the Company, the taking of
any action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive you of any
material fringe benefits enjoyed by you at the time of the change
in control of the Company, or the failure by the Company to
provide you with the number of paid vacation days to which you
are entitled on the basis of years service with the Company in
accordance with the Company's normal vacation policy for officers
in effect at the time of the change in control of the Company".
2. In all other respects, the Change in Control Agreement is ratified,
confirmed and approved.
WITNESS OUR HANDS this the 15/th/ day of May, 1992.
AZTEC MANUFACTURING CO.
By: _______________________________
Xxxxx X. Xxxxxxx
___________________________________
X.X. XXXXXX
EXHIBIT 10(f)
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