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Exhibit 6
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement by and between
Xxxxxx International, Inc., an Indiana corporation (the "Company"), and
Xxxxxxxxxxx X. Xxxxxxx (the "Executive") dated as of December 1, 1994 (the
"Employment Agreement") is dated as of the 31st day of January, 1999.
WHEREAS, the Company, Rohm and Xxxx Company, a Delaware
Corporation ("Parent"), and Gershwin Acquisition Company, an Indiana corporation
and a wholly owned subsidiary of Parent ("Sub"), have entered into an Agreement
and Plan of Merger dated as of the 31st day of January, 1999 (the "Merger
Agreement"), pursuant to which Sub will merge with and into the Company (the
"Merger"), following which the Company will be a wholly owned subsidiary of
Parent; and
WHEREAS, the Company and the Executive have agreed to amend
the Employment Agreement in certain respects as set forth below;
NOW, THEREFORE, it is hereby agreed as follows:
1. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to them in the Employment Agreement. It is
acknowledged that the Employment Period will have begun before the Effective
Time (as defined in the Merger Agreement) as a result of prior events
contemplated by the Merger Agreement.
2. As of the Effective Time, clause C. of Section 6(d)(i) of
the Employment Agreement shall be amended by adding the following additional
language at the end thereof but before the word "less":
provided, that if the Executive had attained the age of 50 as
of the Change of Control Date, for purposes of calculating the
benefits described in clause (a) of this sentence, it shall
also be assumed that the Executive would have attained the age
of 55 as of the end of the three-year period referred to
therein;
3. As of the Effective Time, Section 6(d)(ii) of the
Employment Agreement shall be amended by adding the following additional
language at the end thereof:
; and provided, further, that if the Executive had attained
the age of 50 as of the Change of Control Date, for purposes
of the determination called for by this sentence, the
Executive shall be considered to have remained employed until
the later of the end of the Employment Period and the
Executive's attainment of the age of 55, and then terminated
employment.
4. (a) Except as specifically set forth in this Amendment, the
Employment Agreement is hereby ratified and confirmed without amendment.
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(b) This Amendment may be executed in several counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instrument.
(c) This Amendment shall be null and void, ab initio, and of
no further effect if the Merger Agreement is terminated before the consummation
of the Offer (as defined in the Merger Agreement).
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its respective Board of
Directors, the Company has caused these presents to be executed in its name on
its behalf, all as of the day and year first above written.
/s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx
XXXXXX INTERNATIONAL, INC.
By /s/ S. Xxx Xxxxxxx
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