EXHIBIT 10.1(a)
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made this 31st day of March, 1998, between
XXXXXX'X, INC., a Wisconsin corporation ("Xxxxxx'x") and
[_______________] ("Employee").
RECITALS:
1. The Employee and Xxxxxx'x are parties to a "Deferred
Compensation Agreement" date as of April 16, 1997 (the
"Existing Agreement").
2. The Parties desire to amend the Existing Agreement in the
manner set forth herein.
AGREEMENT:
Therefore, in consideration of the premises and the Employee's
continued employment with Xxxxxx'x, Xxxxxx'x and the Employee
hereby agree as follows:
1. Amendment of Existing Agreement. Subsection 6(b) of the
Existing Agreement is deleted and replaced in its entirety with the
following:
"(b) For purposes of this Agreement, the term "Good Reason"
means either of the following (in either case, effected
by Xxxxxx'x (or the subsidiary or affiliate by which the
Employee is employed), without the Employee's voluntary
concurrence): (i) any material diminution in the total
value of the Employee's compensation, including for this
purpose all compensation in all forms, whether in cash or
otherwise, and whether current or deferred, or (ii) the
substantial diminution of or adverse change in the
Employee's authority, functions or responsibilities, to
the point that the Employee's job functions and level of
responsibility in the Company (or in its successor, or in
the business unit that comprises substantially the
business of the Company as it existing preceding the
Change of Control) are not reasonably commensurate with
the level of responsibility or the functions associated
with the Employee's position with the Company immediately
preceding the Change of Control."
2. Agreement Otherwise Remains in Effect. Except as
expressly set forth above, the Existing Agreement remains in force
and effect in accordance with its original terms.
IN WITNESS WHEREOF, the parties have executed this Amendment,
as of the date first written above.
XXXXXX'X, INC.
By:
Xxxxxx X. Xxxxxxx, President & CEO
Attest:
Xxxxxx X. Xxxx, Vice President,
Secretary & Treasurer
[________________], Employee