Exhibit 10.10(c)
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
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AMENDMENT No. 2 dated as of the 10th day of September, 1999 to
EMPLOYMENT AGREEMENT dated as of November 4, 1993, as amended as of October 22,
1997, by and between NORTON XXXXXXXXXX OF XXXXXX, INC., a New York corporation
(the "Company") and XXXXXX X. XXXXXX (the "Employee").
W I T N E S S E T H:
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WHEREAS, the Employee and the Company have heretofore entered into an
Employment Agreement dated as of November 4, 1993, as amended as of October 22,
1997, (the "Employment Agreement"); and
WHEREAS, the parties desire to further amend the Employment Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 1.2 of the Employment Agreement is hereby amended by
deleting Section 1.2 in its entirety and substituting therefor a new Section 1.2
to read as follows:
"The term of the Employee's employment under this Agreement
(the "Term") shall commence on the date hereof and shall
terminate on November 3, 2001, unless sooner terminated in
accordance with this Agreement."
2. Section 3.1(a) of the Employment Agreement is hereby amended by
deleting Section 3.1(a) in its entirety and substituting therefor a new Section
3.1(a) to read as follows:
"During the Term, in consideration of the performance by the
Employee of the services set forth in Section 2 and her
observance of the other covenants set forth herein, the
Company shall pay the Employee, and the Employee shall
accept, a base salary (i) during the period November 7, 1999
through November 4, 2000 at the rate of $335,000 per annum
and (ii) during the period November 5, 2000 through November
3, 2001 at the rate of $350,000 per annum, in all cases,
payable in accordance with the standard payroll practices of
the Company."
3. The reference to "(i)" set forth in Section 4 of the Employment
Agreement is hereby deleted and clause (ii) of Section 4 of the Employment
Agreement is hereby deleted in its entirety.
4. Section 5 of the Employment Agreement is hereby amended by adding
"(a)" to the existing provision and adding the following new Section 5(b) to
read as follows:
"(b) During the Term, subject to availability on
commercially reasonable terms, the Company shall
provide the Employee with disability insurance
providing for a monthly disability benefit of
$15,000. The Company's obligation under Section
6.2 of this Agreement shall be subject to
appropriate reductions for amounts paid to the
Employee under such disability insurance during
the Disability Salary Continuance Period (as
defined in Section 6.2 of this Agreement), taking
into account the tax treatment of such disability
insurance payments."
5. Section 6.2 of the Employment Agreement is hereby amended by deleting
the second sentence thereof in its entirety and substituting therefor a new
second sentence to read as follows:
"In the event of such termination, subject to
Section 5(b) of this Agreement, the Company shall
continue to pay to the Employee the salary
provided for in Section 3.1(a) for the remainder
of the Term (the period of time during which the
Company shall be required to continue to pay such
salary, the "Disability Salary Continuance
Period").
6. The reference in the last sentence of Section 6.3 of the Employment
Agreement to "fifteen (15) days" is hereby amended to be a reference to "thirty
(30) days."
7. The phrase "(at the annual rate then in effect)" in the first sentence
of Section 6.4 is hereby deleted and replaced with the phrase "((i) in the case
of any termination of the Employee's employment during the period November 7,
1999 through November 4, 2000, at the annual rate in effect on the date of
termination through November 4, 2000 and, thereafter for the balance of the
Term, at the annual rate as provided in Section 3(a)(ii) of this Agreement and
(ii) in the case of any termination of the Employee's employment during the
period November 5, 2000 through November 3, 2001, at the annual rate then in
effect)."
8. Section 9 of the Employment Agreement is hereby deleted in its
entirety and all references to such Section 9 contained elsewhere in the
Emplyment Agreement are also hereby deleted.
9. The address for notices to the Employee set forth in Section 15 of
the Employment Agreement is hereby amended to read as follows:
"Xxxxxx X. Xxxxxx
45 East 00/xx/ Xxxxxx
Xxxxxxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000"
10. Except as hereby amended, the Employment Agreement continues in
full force and effect and is hereby ratified and affirmed.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 2 as of the date first above written.
NORTON XXXXXXXXXX OF XXXXXX, INC.
By:_____________________________________
Title: Chief Executive Officer
____________________________________
Xxxxxx X. Xxxxxx
