--
AMENDMENT NO. 1 TO
JULY 28, 1992 EMPLOYMENT AGREEMENT
BETWEEN
AMERICAN PRESIDENT COMPANIES, LTD.
AND XXXX XXXXXXX
THIS AGREEMENT, entered into as of the 7th day of September,
1995, by and between XXXX XXXXXXX (the "Employee") and AMERICAN
PRESIDENT COMPANIES, LTD., a Delaware corporation (the "Company"),
W I T N E S S E T H:
Whereas the Company is the parent corporation in a group of
affiliated corporations (the "Affiliated Group") which consists of the
Company and all of its direct or indirect subsidiaries;
Whereas the parties entered into an Employment Agreement dated
July 28, 1992 (the "Employment Agreement"), securing the services of the
Employee for the benefit of the Affiliated Group; and
Whereas the Company and the Employee desire to amend the
Employment Agreement;
N o w, T h e r e f o r e, in consideration of the mutual
covenants herein contained, the parties agree as follows:
1. The first sentence of Subsection 6(b) is amended to read as
follows:
"If, (i) during the term of this Agreement and at any time after
the occurrence of a Change in Control, a member of the Affiliated
Group terminates the Employee's employment for any reason or no
reason, or (ii) during the term of this Agreement and within one
year after a Change in Control, the Employee resigns as a result
of a material change in his responsibilities or the relocation of
his place of employment by more than 20 miles from Oakland,
California, or (iii) during the term of this Agreement and within
the 30-day period commencing one year after the occurrence of a
Change in Control, the Employee resigns his employment for any
reason, or (iv) during the term of this Agreement and within
three years after July 1, 1995, the Employee resigns his
employment for any reason, then the Employee shall be entitled to
receive a severance payment from the Company (the "Severance
Payment")."
2. Clause (i) of Subsection 6(c) is amended to read as follows:
"(i) 155 percent of the Employee's monthly rate of Base
Compensation, as in effect on the date of the employment
termination; times"
3. Subsection 7(b) is amended to read as follows:
"(b) Base Compensation. During the Continuation Period,
the Employee shall receive biweekly payments of 155 percent of
his biweekly rate of Base Compensation, as in effect on the date
of the employment termination."
4. Clause (ii)(b) of Subsection 7(f) is amended to read as
follows:
"(B) 155 percent of the projected Base Compensation to
be received by the Employee during the Continuation Period is
counted as compensation for purposes of determining benefits
under the Retirement Program."
5. As amended hereby, the Employment Agreement is and shall
remain in full force and effect according to its terms.
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
AMERICAN PRESIDENT COMPANIES, LTD.
By /s/ Xxxx X. Xxxxxx
TW950912Cemp-1200tw
