EXHIBIT 10(b)
AMENDMENT NUMBER 1
TO THE SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXX
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AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT is entered into between THE XXXXXXXX AND XXXXXXXX COMPANY, an Ohio
corporation ("XXXXXXXX"), and XXXXX X. XXXXXX ("XXXXXX"), effective as of August
7, 2001 (the "AMENDMENT DATE").
Xxxxxxxx and Xxxxxx executed the Second Amended and Restated Employment
Agreement (the "AGREEMENT") as of August 17, 1998, pursuant to which Xxxxxx is
currently employed as Chairman of the Board. Xxxxxxxx and Xxxxxx now desire to
clarify the original intent of the Agreement in light of certain recent changes
to Xxxxxxxx' bonus plan.
Therefore, Xxxxxxxx and Xxxxxx agree as follows:
1. Section 2(c) shall be removed and replaced with the following:
(c) "Bonuses" shall mean bonus payments earned by Xxxxxx under
Xxxxxxxx' Incentive Compensation Plans and under any future bonus or
incentive compensation plans of Xxxxxxxx for its executive officers
(irrespective of the manner in which such bonus payments are paid).
Effective as of October 1, 2000 (the "CHANGE DATE") the intermediate
bonus previously paid to Xxxxxx was eliminated. Retirement or Early
Retirement Benefits under Article 6 of this Agreement shall be
calculated as though the intermediate bonus, as calculated immediately
prior to the Change Date, continued to be paid for the remaining term
of this Agreement.
2. Section 2(m) shall be removed and replaced with the following:
(m) "Retirement Benefits" shall mean payments to Xxxxxx based upon his
lifetime in an annual amount equal to a designated percentage of
Xxxxxx' Final Average Annual Compensation or, in the case of Section
8(d) below, Final Annual Compensation, which shall be comprised of the
sum of:
(i) Xxxxxx' primary Social Security retirement benefits when
he is entitled to receive such benefit (age sixty-two (62)) [until that
time an amount equal to the primary Social Security retirement benefit
shall be paid to Xxxxxx from Xxxxxxxx' Supplemental Plan];
(ii) Xxxxxx' pension benefits determined as a life annuity
(without regard to actual payment form) under the Pension Plan;
(iii) deferred compensation payments under the Non-Qualified
Deferred Compensation and Disability Agreement dated June 15, 1992,
between Xxxxxxxx and Xxxxxx, which sets forth the terms and conditions
of Xxxxxx' participation in the program commonly referred to as the
"officers salary continuation plan"; and
(iv) such amount of supplemental retirement benefits under the
Supplemental Plan as shall be necessary to achieve the designated
percentage of Xxxxxx' Final Average Annual Compensation or, in the case
of Section 8(d) below, Final Annual Compensation.
There shall be no adjustment to the preceding calculation as a
result of payments to Xxxxxx pursuant to a Deferred Compensation
Agreement entered into between Xxxxxxxx and Xxxxxx, and dated October
1, 1984, however.
In addition to said annual amount, Retirement Benefits shall
include a continuation of coverage for the remainder of Xxxxxx' life
under Xxxxxxxx-sponsored medical benefits and life insurance programs,
but only to the extent applicable to participants in Xxxxxxxx' retiree
medical plans. For purposes of determining the amount of supplemental
retirement benefits to be paid by Xxxxxxxx pursuant to the Supplemental
Plan, the method of payment of retirement benefits to Xxxxxx pursuant
to the Pension Plan shall determine the amount and method of payment of
the supplemental retirement payments pursuant to the Supplemental Plan.
These payments by Xxxxxxxx pursuant to the Supplemental Plan shall
continue so long as pension benefits are payable under the Pension Plan
and shall be in addition to the pension benefit payments under the
Pension Plan.
TO EVIDENCE THEIR AGREEMENT, the parties have executed this amendment
as of the Amendment Date.
THE XXXXXXXX AND XXXXXXXX COMPANY
By: _____________________________________
_________________________________________
XXXXX X. XXXXXX
