Exhibit 10.32
SECOND 1995 AMENDMENT
TO
EMPLOYMENT AGREEMENT
This is a Second 1995 Amendment, dated as entered below, to the Employment
Agreement (the "Agreement") which was made the 27th of May 1993 by and among RJR
Nabisco Holdings Corp., ("Holdings"), a Delaware corporation, RJR Nabisco. Inc.
(the "Company"), a Delaware corporation, and Xxxxxxx X. Xxxxxx ("Executive ....
Nothing in this Second 1995 Amendment shall affect the validity of the previous
1995 Amendment to the Agreement made February 15, 1995.
Recitals
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In consideration of Executive being given the added security of increased
severance in the event of Executive's termination without Cause, and Holdings
and the Company being able to provide further incentives to the performance of
Executive through this additional security, it is agreed by and among the
parties as follows:
a) Subsection 6.1 is amended to delete the term "Expiration Date"
wherever it appears and to substitute in each instance in its
place "the third anniversary of the date his employment
terminated."
b) Section 10 is amended to (i) delete the reference to "Xx. Xxxx
X. Xxxxxxx" and insert in its place "Xx. Xxxxxx X. Xxxxxxxx",
and (ii) delete the reference to and address of
Xxxxx X. Xxxxx, Esq.
RJR Nabisco Holdings Corp.
BY /s/
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RJR NABISCO HOLDINGS CORP.
BY /s/
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BY /s/ Xxxxxxx X. Xxxxxx
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Date: 4/13/95
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