FOURTH AMENDMENT TO AGREEMENT
Exhibit
10.1
THIS
FOURTH AMENDMENT TO AGREEMENT (this “Amendment”) to the Agreement dated as of
August 1, 1989, as subsequently amended by the First Amendment dated October 9,
1998, the Second Amendment dated October 31, 2000 and the Third Amendment dated
January 31, 2006 (as so amended, the “Agreement”), is made as of the 14th day of
October, 2010 (but subject to Section 3 below), by and between Oil-Dri
Corporation of America, a Delaware corporation (“Oil-Dri”) and Xxxxxxx X. Xxxxxx
(“Xxxxxx”).
WHEREAS, the parties hereto are the
parties to the Agreement; and
WHEREAS, the parties hereto desire to
amend the Agreement in the manner hereinafter set forth;
NOW, THEREFORE, in further
consideration for Xxxxxx’x continued services and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree to the following:
1. Incorporation of the
Agreement. All capitalized terms which are not defined
hereunder shall have the same meanings as set forth in the Agreement, and the
Agreement, to the extent not inconsistent with this Amendment, is incorporated
herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the terms and provisions set forth below, such terms and
provisions shall be deemed superseded hereby. Except as specifically
set forth herein, the Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.
2. Amendment to the
Agreement. The first sentence of the second paragraph of
Section 5(a) of the Agreement is hereby amended to read in its entirety as
follows:
During
the Consulting Period, Oil-Dri shall pay Xxxxxx consulting fees at the annual
rate of $240,000, payable bi-monthly.
3. Condition to
Effectiveness. This Amendment will become effective only upon
approval by Oil-Dri’s Board of Directors, but once approved will be retroactive
for all purposes to August 1, 2010.
IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first written above.
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OIL-DRI
CORPORATION OF AMERICA
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XXXXXXX
X. XXXXXX
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By:
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/s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Its:
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President
and Chief Executive Officer
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