EXHIBIT 10
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FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
BETWEEN
XXXXXXXXX HOLDINGS, INC. AND XXXXXXX X. XXXXXXXX
DATED AUGUST 7, 2000
This Amendment to the Employment Agreement dated August 7, 2000
("Employment Agreement") between XXXXXXXXX HOLDINGS, INC. ("Company") and
XXXXXXX X. XXXXXXXX ("Executive") is made and effective as of February 26, 2001
by the Company and Executive.
RECITALS:
A. The Company and Executive are parties to the Employment Agreement which
sets forth the material terms and conditions of Executive's employment with the
Company, including Executive's right to annual long-term incentive awards to
permit cash incentive awards in lieu of grants of stock options and performance
restricted shares.
B. The Company and Executive desire to modify the Employment Agreement with
respect to annual long-term incentive awards to permit cash incentive awards in
lieu of grants of stock options and performance restricted shares.
AGREEMENT:
In consideration of the premises and the mutual covenants set forth herein,
the Company and Executive hereby agree to amend the Employment Agreement as
follows:
1. Section 5.4 (b) of the Employment Agreement is amended by adding the
following new provisions at the end thereof:
Notwithstanding the preceding sentence, the Company may provide the
Executive with his annual long-term incentive award in the form of cash
incentive awards rather than stock option and performance restricted share
grants. Such cash incentive awards shall be based on the achievement of
performance measures covering a period of more than a single year, as
established by the Management Development and Compensation Committee in its
discretion.
2. In all other respects, the provisions of the Employment Agreement shall
continue in effect and are hereby confirmed.
The parties hereto have executed and delivered this Amendment as of the
date noted in the first paragraph hereof.
XXXXXXXXX HOLDINGS, INC.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Sr. Vice President
The undersigned Xxxxxxxxx World
Industries, Inc., agrees to be
jointly and severally bound by the
terms of this Amendment, including
specifically with respect to the
obligations of the Company
hereunder.
XXXXXXXXX WORLD INDUSTRIES, INC.
By:
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Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
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XXXXXXX X. XXXXXXXX
