EXHIBIT 10.5
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AMENDMENT TO
DEFERRED STOCK UNIT AGREEMENT
THIS AMENDMENT TO DEFERRED STOCK UNIT AGREEMENT, dated as of January 1,
2005, is by and between Xxxxxxxxx International Inc., a Delaware corporation
(the "Company"), and Xxxxxx X. Paris (the "Participant").
WHEREAS, the Company and Participant have entered into a Deferred Stock
Unit Agreement dated as of November 16, 2003 (the "Stock Unit Agreement") and
have entered into an Employment Agreement dated as of the date hereof (the
"Employment Agreement").
WHEREAS, the Employment Agreement provides that Participant will
receive grants of Deferred Stock Units on a different schedule from that
provided for by the Stock Unit Agreement.
WHEREAS, the parties wish to amend the Stock Unit Agreement as
hereinafter set forth in accordance with the terms provided for in the
Employment Agreement.
NOW, THEREFORE, for an in consideration of the foregoing, and other
good and valuable consideration, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Stock Unit
Agreement.
2. AMENDMENT OF STOCK UNIT AGREEMENT. The Stock Unit Agreement is
hereby amended as follows:
Section 1 is hereby amended by deleting the last sentence thereof in
its entirety and replacing it with the following:
The Company further agrees to grant to the Participant an additional
Sixty Eight Thousand, Four Hundred Ninety Four (68,494) Deferred Stock
Units on each anniversary of this Agreement through November 16, 2004
and on each January 1 thereafter commencing January 1, 2006, provided
that Participant is then employed by the Company as its President and
Chief Executive Officer. In addition, the Company agrees to grant to
the Participant an additional Eight Thousand, Four Hundred Forty Five
(8,445) Deferred Stock Units on the earlier to occur of (i) November
16, 2005 or (ii) the termination of Participant's employment with the
Company for any reason.
3. STOCK UNIT AGREEMENT OTHERWISE TO REMAIN IN FULL FORCE AND
EFFECT. Except and to the extent as hereinabove amended, the terms of the Stock
Unit Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Stock Unit Agreement as of the day and year first written above.
XXXXXXXXX INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxx Xxxx
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Name: Xxxxx X. Xxx Xxxx
Title: VP, General Counsel & Secretary
/s/ Xxxxxx X. Paris
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Xxxxxx X. Paris
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