Exhibit 10(cc)
AMENDMENT TO
EMPLOYMENT AGREEMENT
OF
XXXXXX X. XXXXXXXXXXX
THIS AGREEMENT made and entered into as of this 14th day of February,
2002, by and between XXXXXX INTERNATIONAL, INC. (the "Company") and XXXXXX X.
XXXXXXXXXXX ("Executive");
W I T N E S S E T H :
WHEREAS, the Company and Executive entered into an Employment Agreement,
dated as of June 16, 1999 ("Employment Agreement"), which Agreement became
effective on August 19, 1999 and which Agreement was amended as of June 7,
2000; and
WHEREAS, the parties now desire to further amend the Employment Agreement
in the manner hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Employment Agreement, the parties
hereby agree to amend the Employment Agreement as follows:
1.
Section 3(b) is hereby amended effective for fiscal years beginning on
and after January 1, 2002, by deleting the present section in its entirety and
substituting the following in lieu thereof:
"(b) Executive shall be eligible to participate in the
Executive Management Target Incentive Plan and such other annual
incentive plans as may be established by the Company from
time-to-time for its executive officers. The Board or the Chief
Executive Officer will establish goals each year under the incentive
plans, and Executive's annual Target Bonus shall be 50% of Base
Salary; the maximum award for exceeding the performance goals (which
will be determined in accordance with the current plan design) shall
be 100% of Base Salary. The annual incentive bonus payable under
this subsection (b) shall be payable as a lump sum at the time
bonuses are paid to other senior executives after certification by
the Compensation Committee of the Board that the applicable
performance objectives have been met, unless Executive elects to
defer all or a portion of that amount pursuant to any deferral plan
established by the Company for such purpose."
2.
Except as hereby modified, the provisions of the Employment Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
COMPANY:
XXXXXX INTERNATIONAL, INC.
By:
--------------------------
EXECUTIVE:
------------------------------
XXXXXX X. XXXXXXXXXXX
