AMENDMENT NO. 1 TO THE XXXX COMPANY/XXXXX
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
DATED AS OF NOVEMBER 27, 2000
THIS AMENDMENT to the Change in Control and Severance Agreement (the
"Agreement"), made and entered into as of the 27th day of November, 2000, by and
between Xxxx Company ("XXXX"), a Wisconsin corporation, and Xxxxxx X. Xxxxx (the
"Executive"), is made as of June 13, 2001.
RECITALS
WHEREAS, XXXX and the Executive have previously made and entered into
the Agreement and wish to enter into this Amendment amending the Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties agree as follows:
Section 1(c) of the Agreement shall be revised by deleting the word
"and" from the end of such section.
Section 1(d) of the Agreement shall be deleted in its entirety and
replaced with the following:
Two (2) times the sum of (i) the Current Base Salary and
(ii) the highest bonus amount earned by the Executive in any
of the five fiscal years which precede the year in which the
Termination Date occurs, including any amounts deferred; and
Section 1(e) of the Agreement shall be deleted in its entirety and
replaced with the following:
The present value of the Executive's benefits under Section
2 of the Executive's most current Supplemental Retirement
Benefit Agreement using a discount rate equal to the "GATT"
interest rate that would be used by the Xxxx Company
Retirement Income Plan "B" to calculate the amount of a lump
sum distribution to be made on the same date as the payment
hereunder; provided, however, that if the Executive's
Termination Date occurs after a Change in Control but prior
to January 1, 2002, then the "Average Monthly Compensation"
of the Executive under Section 1(a) of such Supplemental
Retirement Benefit Agreement for purposes of this provision
shall be deemed to be $12,500.
Section 1 of the Agreement shall be revised by adding the following
new paragraph after subsection (e) and before the paragraph beginning "In
addition":
The Executive shall also receive, at the expense of XXXX,
outplacement services, on an individualized basis at a level
of service commensurate with the Executive's most senior
status with XXXX during the 180-day period prior to the date
of the Change in Control, provided by a nationally
recognized senior executive placement firm selected by XXXX
with the consent of the Executive, provided that the cost to
XXXX of such services shall not exceed 20% of the
Executive's Current Base Salary. In the alternative, the
Executive, at his election, may choose to receive a lump sum
cash payment of $15,000 to be paid within 30 days of the
Termination Date as outlined above.
IN WITNESS WHEREOF, XXXX has caused this Amendment to be executed by
its duly authorized officer, and Executive has hereunto set his hand, all as of
the date set forth above.
XXXX COMPANY EXECUTIVE
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx
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Title: President
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