AMENDMENT, dated December 29, 1997, to Employment Agreement (the "Employment
Agreement"), dated as of May 15, 1996, between Xxxxx X. Xxxxxxxx (the
"Executive") and Reliance Group Holdings, Inc., a Delaware corporation (the
"Company").
1. Effective December 10, 1997, the Company adopted a Key Employee Stock Option
Plan (the "KEYSOP(TM)", such term to include any similar compensation
replacement plan hereafter adopted by the Company) in order to establish a
compensation replacement program designed to provide key executives with the
opportunity to maximize financial security while minimizing tax consequences. If
the Executive elects to participate in KEYSOP(TM) then certain of the provisions
of the Employment Agreement are affected, in some cases adversely to the
Executive and in other cases adversely to the Company. Accordingly, the Company
and the Executive wish to amend the Employment Agreement so that participation
by the Executive in the KEYSOP(TM) is deemed not to affect the Employment
Agreement.
2. The Company and the Executive agree that, notwithstanding the effects of the
KEYSOP(TM) on the Executive's compensation:
(a) amounts of bonus compensation replaced in any year shall be deemed
to be a part of Executive's bonus for purposes of Sections 4(c),
5(b)(i), 5(b)(ii) and 5(b)(iii) of the Employment Agreement and a part
of the Executive's W-2 income for purposes of Section 3(e) of the
Employment Agreement; and
(b) amounts of compensation received by the Executive pursuant to his
exercise of any options issued the Executive under the KEYSOP(TM) (or
equivalent compensation received under the KEYSOP(TM)) shall not be
deemed a part of the Executive's bonus for purposes of Sections 4(c),
5(b)(i), 5(b)(ii) and 5(b)(iii) of the Employment Agreement or a part
of the Executive's W-2 income for purposes of Section 3(e) of the
Employment Agreement.
3. In all other respects the Employment Agreement shall remain in full force and
effect.
4. This Amendment shall be governed by and construed in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the Company has caused the Amendment to be executed
by its duly authorized representative and the Executive has executed the
Agreement, in each case, as of the day and year first above written.
RELIANCE GROUP HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
