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EXHIBIT 10.24
AMENDMENT NO. 2
TO
EXECUTIVE SEVERANCE AGREEMENT
(THE "AGREEMENT")
Reference is made to the Agreement between you (the "Executive")
and the undersigned Corporation with respect to certain severance arrangements
which apply only in the event that a Change in Control of the Corporation occurs
after the date of the Agreement, as the Agreement was amended by Amendment No.
1.
Capitalized terms used herein shall have the meanings given to
them in the Agreement unless expressly provided otherwise.
As an inducement to the Executive to continue his employment with
the Corporation, the Agreement is hereby amended as follows:
A) Paragraph 18 of the Agreement is amended in its entirety
to state:
Absent a change in control or unless extended in writing
by the parties hereto, this Agreement shall expire on
January 31, 2003.
B) The second sentence of Paragraph 2 is deleted in its
entirety and the following provision substituted therefor:
As used in clause (d), the term "fair market value" means
the closing price of the common stock of the Corporation
on the New York Stock Exchange on the Termination Date,
less any amounts remaining to be paid by the Executive for
such restricted stock or the exercise of such stock
options.
C) The last two (2) lines of Paragraph 5.a. are deleted in
their entirety and the following provision substituted
therefor:
employment (i) for Cause, (ii) as a result of his death or
(iii) by the Executive other than for Good Reason;
D) Paragraph 5.e. is deleted in its entirety and the
following provision substituted therefor:
The failure by the Corporation to continue to provide the
Executive with compensation and benefits provided as of
the date hereof or benefits substantially similar to those
provided under any of the employee benefit plans in which
the Executive becomes a participant or the taking of any
action by the Corporation which would directly or
indirectly materially reduce any of such benefits or
deprive the Executive of any material benefit enjoyed by
him at the time of the Change in Control;
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E) The last two (2) lines of Paragraph 6.e. are deleted in
their entirety and the following provision substituted
therefor:
interest paid by the Executive (the "Excise Tax") shall be
reimbursed to the Executive by the Corporation. In
addition, the Executive shall be entitled to receive an
additional payment or payments (a "Gross Up Payment") in
an amount such that, after payment by the Executive of all
taxes (including federal, state and local taxes and any
interest or penalties imposed with respect to such taxes
and including any Excise Tax) imposed upon the Gross Up
Payment, the Executive and/or his estate collectively
retain (or have withheld and credited on his behalf for
tax purposes) an amount of the Gross Up Payment equal to
the Excise Tax.
This Amendment No. 2, extending the term and obligations of the
Agreement and Amendment No. 1 thereto, and the transactions contemplated hereby
and thereby has been duly approved and authorized by the Board of Directors of
the Corporation at a Regular Meeting on January 18, 2001. The parties agree that
this Amendment No. 2 shall effectively revive all the conditions and obligations
imposed on the parties by the Agreement, as amended by Amendment No. 1 and any
rights which either party may have by virtue of the former agreements shall be
adopted as a part of this Amendment No. 2 and considered in full force and
effect, except as specifically provided in this Amendment No. 2.
IN WITNESS WHEREOF, this Amendment No. 2 is executed by or on
behalf of the undersigned as of January , 2001.
By:
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Accepted and agreed to:
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