EXHIBIT 10.1A
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February 15, 1996
Xxxxx X. Xxxxxxx, Xx.
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Xxxxx X. Xxxxxxx, Xx. Employment Agreement
Our File No. 2-111-2
Dear Xxxxx:
Section 6.3 of your Employment Agreement dated May 9, 1979, as amended to
date, is further amended by inserting a new Section 6.3 in lieu of the current
Section 6.3. New Section 6.3 shall read as follows:
6.3 Amount of Annual Pension Payments
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The Executive's annual Pension Payments shall be the following
percentage of the Executive's Five Year Average Compensation:
If Termination of
Employment
is after October 4 Percentage
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1995 62
1996 63
1997 64
1998 65
"Five Year Average Compensation" as used in this Agreement shall be
computed by dividing 5 into the highest amount of total compensation accrued by
the Company with respect to the Executive for services rendered by the Executive
in any period of five consecutive calendar years before 1999 (which may include
the year of termination). Such compensation shall include salaries, bonuses and
special awards unless provided otherwise below (whether in cash or in kind), but
shall not include pensions, retirement allowances, severance pay, fees under
consulting contracts, director's fees, distributions under Company benefit
plans, the value of fringe benefits and the like. Additionally, in computing
Five Year Average Compensation the following provisions shall apply:
(a) all salaries, bonuses and special awards shall be deemed "accrued"
with respect to a given year even though actually paid in a later
year, provided the same stem from the Executive's performance of
services during the given year (e.g., bonuses for the year 1995 paid
in February 1996, or any salary or bonus which the Executive elects to
defer until later years pursuant to the Company's Deferred
Compensation Program);
(b) if the Executive elects to receive stock options in lieu of salary or
bonus under the Company's Deferred Compensation Program or any other
plan the Company may hereafter adopt, the compensation "accrued" shall
be the amount of salary or bonus foregone;
(c) all stock and cash awards previously or hereafter issued to the
Executive under the Company's' 1989 Flexible Stock Plan will be
excluded;
(d) all payments previously or hereafter made to the Executive to offset
the effect of tax law limitations on the Executive's participation in
the Xxxxxxx & Xxxxx Retirement Plan will be excluded; and
(e) all bonuses, awards and other payments made to the Executive (i) to
reimburse Executive for, or provide the Executive with funds to pay,
local, state and federal income taxes which become payable by the
Executive as a result of exercise of non-qualified stock options or
(ii) to induce the Executive to make, or to compensate Executive for
making, disqualifying dispositions of Company stock acquired in the
exercise of incentive stock options, will be excluded.
The annual Pension Payments under this section shall be reduced by all
amounts received by the Executive from primary Social Security, as well as
amounts paid to Executive under any disability income insurance policies
which are attributable to premiums paid by the Company (all such amounts
being herein referred to as "Pension Reduction Amounts").
Please acknowledge your agreement to this amendment by signing and
returning to me the enclosed duplicate of this letter. Thank you.
Very truly yours,
XXXXXXX & XXXXX, INCORPORATED
/s/ X.X. Xxxxxxxxx, Xx.
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AGREED: Xxxxxx X. Xxxxxxxxx, Xx.
Senior Vice President, Mergers,
/s/ Xxxxx X. Xxxxxxx, Xx. Acquisitions and Strategic Planning
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Xxxxx X. Xxxxxxx, Xx.
RAJj/lab
