1
EXHIBIT 10.25
AMENDMENT NO. 2
TO
EXECUTIVE SEVERANCE AGREEMENT
(THE "AGREEMENT")
Reference is made to the Agreement between you (the
"Executive") and the undersigned Employer with respect to certain severance
arrangements which apply only in the event that a Change in Control of the
Corporation occurs after the date of the Agreement, as the Agreement was amended
by Amendment No. 1.
Capitalized terms used herein shall have the meanings given to
them in the Agreement unless expressly provided otherwise.
As an inducement to the Executive to continue his employment
with the Employer, the Agreement is hereby amended as follows:
A) Paragraph 16 of the Agreement is amended in its
entirety to state:
Absent a change in control or unless extended in
writing by the parties hereto, this Agreement shall
expire on January 31, 2003.
B) The second sentence of Paragraph 2 is deleted in its
entirety and the following provision substituted
therefor:
As used in clause (d), the term "fair market value"
means the closing price of the common stock of the
Corporation on the New York Stock Exchange on the
Termination Date, less any amounts remaining to be
paid by the Executive for such restricted stock or
the exercise of such stock options.
C) The last two (2) lines of Paragraph 5.a. are deleted
in their entirety and the following provision
substituted therefor:
employment (i) for Cause, (ii) as a result of his
death or (iii) by the Executive other than for Good
Reason;
D) Paragraph 5.e. is deleted in its entirety and the
following provision substituted therefor:
The failure by the Employer to continue to provide
the Executive with compensation and benefits provided
as of the date hereof or benefits substantially
similar to those provided under any of the employee
benefit plans in which the Executive becomes a
participant or the taking of any action by the
Employer which would directly or indirectly
materially reduce any of such benefits or deprive the
Executive of any material benefit enjoyed by him at
the time of the Change in Control;
2
This Amendment No. 2, extending the term and obligations of
the Agreement and Amendment No. 1 thereto, and the transactions contemplated
hereby and thereby has been duly approved and authorized by the Board of
Directors of the Corporation at a Regular Meeting on January 18, 2001. The
parties agree that this Amendment No. 2 shall effectively revive all the
conditions and obligations imposed on the parties by the Agreement, as amended
by Amendment No. 1 and any rights which either party may have by virtue of the
former agreements shall be adopted as a part of this Amendment No. 2 and
considered in full force and effect, except as specifically provided in this
Amendment No. 2.
IN WITNESS WHEREOF, this Amendment No. 2 is executed by or on
behalf of the undersigned as of January , 2001. -
By:
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Accepted and agreed to:
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