EXHIBIT 10.3.d
SECOND ADDENDUM TO
EMPLOYMENT AGREEMENT
This Second Addendum is to the Agreement and First Addendum thereto
each effective December 12, 1996, (collectively "Agreement") and is made and
dated as of December 15, 1997, ("Effective Date"), by and between Starcraft
Corporation, an Indiana Corporation ("Employer"), and Xxxxx X. Xxxx, a resident
of Elkhart County, Indiana ("Employee").
WITNESSETH
WHEREAS, Employee is employed by Employer as its Chairman of the Board
and Chief Executive Officer, for itself and each of its subsidiaries ("Job
Responsibilities") and Employee has been valuable contributions to the strategic
planning, business operations, and financial strength of Employer;
WHEREAS, Employer desires to encourage Employee to continue to make
valuable contributions to Employer's business operations and not to seek or
accept employment elsewhere; and
WHEREAS, Employer desires to provide fair and reasonable benefits to
Employee from time to time on the terms and conditions set forth in the
Agreement as amended from time to time.
NOW THEREFORE, in consideration of these premises, the mutual covenants
and undertakings herein contained, and the continued employment of Employee to
perform Job Responsibilities for Employer, Employer and Employee agree to hereby
amend the Agreement, each intending to be legally bound, as follows:
1. Subsection 4 of the Agreement is hereby amended by adding the
following to subsection 4, which in all other respects remains in full force and
effect except as amended hereby:
4. It shall not be a breach of this Subsection 4 in the event
that Employer and Employee shall mutually agree to reduce Employee's
Base Compensation from time to time. Such reductions shall be
immediately restored upon the occurrence of any such events of
termination and shall be deemed included in the Base Compensation then
in effect at the time of any such event of termination. Furthermore,
any such decrease in Base Compensation from time to time shall not
disqualify Employee from participation in Benefit Plans except as
Employee shall agree.
2. Subsection 8(E) of the Agreement is hereby deleted in its entirety
and replaced as follows:
(E) In the event Employee's employment with Employer shall
terminate in the event of Employee's death, pursuant to subsection
7(D), compensation provided for herein (including Base Compensation)
shall continue to be paid as provided in subsection 7(C), and from and
after the date of Employee's death the spouse of Employee shall be
entitled to continue to receive from Employer the Employee's Base
Compensation at the rates in effect at the time of termination for five
(5) additional twelve (12) month periods. In addition, during such
periods, Employer will maintain in full force and effect for the
continued benefit of the spouse of Employee each Benefit Plan in which
the spouse of Employee was entitled to participate immediately prior to
the date of death of Employee, unless an essentially equivalent and no
less favorable benefit is provided by a subsequent employer of the
spouse of Employee. If the terms of any Benefit Plan, or applicable
laws, do not permit continued participation by the spouse of Employee,
Employer will arrange to provide to spouse of Employee a benefit
substantially similar to, and no less favorable than, the benefit the
spouse of Employee was entitled to receive under such Benefit Plans at
the time of death of Employee. Employer reserves the right to cause the
payments provided for herein to be funded and paid in whole or in part
from life insurance, annuities, or other such similar devices, in its
sole discretion.
3. Except as expressly modified by these amendments to the Agreement
herein provided, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Addendum to the
Agreement to be executed and delivered this 22nd day of September, 1998, as of
the Effective Date.
"EMPLOYEE" "EMPLOYER"
STARCRAFT CORPORATION
/s/ Xxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx
Its: President
