EXHIBIT 10.1
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EXECUTION COPY
AMENDMENT
This amendment (the "Amendment") to the Employment Agreement (the
"Agreement") dated as of March 1, 1993 by and between Fab Industries, Inc., a
Delaware corporation (the "Corporation"), and Xxxxxx Xxxxxxxx ("Executive") is
dated as of July 25, 2003 and is effective immediately. All capitalized terms
used herein and not otherwise defined shall have the respective meaning given to
such terms in the Agreement.
WHEREAS, the Corporation and Executive have previously entered into the
Agreement;
WHEREAS, in consideration of Executive relinquishing his personal
representative's right to require the Company to purchase stock of the
Corporation from him or her following Executive's death, pursuant to Paragraph
10 of the Agreement, the Corporation agrees to transfer ownership of the life
insurance policies referenced in Subparagraph 10(d) to Executive; and
WHEREAS, for other good and valuable consideration, the Corporation and
Executive desire to amend the Agreement, in accordance with Paragraph 14
thereof, as set forth herein.
NOW, THEREFORE, the Corporation and Executive, intending to be legally
bound, hereby agree as follows:
1. Paragraph 8 is renamed Subparagraph 8(a) and a new
Subparagraph 8(b) is added to the Agreement as follows:
(b) If the Executive remains employed at the time of the
earlier of (i) the transfer of the remaining assets of the Corporation
to a liquidating trust pursuant to the Plan of Liquidation and
Dissolution adopted by the shareholders of the Corporation on May 31,
2002 (the "Plan") or (ii) a sale of all or substantially all of the
Corporation's business pursuant to the Plan, then the Corporation shall
pay Executive a lump sum payment (the "Consulting Payment") equal to
the aggregate of each fee that would have been payable to Executive
under Subparagraph 8(a) discounted to present value at a rate equal to
the then prevailing prime rate, as determined by the Board of Directors
in its sole discretion and as if the fees described in Subparagraph
8(a) commenced on the date of the event described in clause (i) or
(ii), as applicable. Such payment shall be made (X) immediately prior
to the transfer to a liquidating trust pursuant to the Plan, in the
case of clause (i) above, or (Y) within 10 days following the
applicable sale, in the case of clause (ii) above. The Consulting
Payment shall be in lieu of, and not in addition to, any consulting
fees payable as provided in Subparagraph 8(a). The Consulting Period,
as well as the Corporation's and Executive's obligations pursuant to
Subparagraphs 8(a), shall terminate upon Executive's receipt of the
Consulting Payment.
2. Paragraph 10 of the Agreement is amended in its entirety to
read as follows:
2
Effective as of the date hereof, the following insurance policies on
the life of Executive owned by the Corporation are hereby transferred
to Executive's designee, subject to the satisfaction of any required
income and employment tax withholding: (a) Metropolitan Life Insurance
Company, policy number 941 150 181 E1; and (b) Xxxxxxx Penn Life
Insurance Company of New York, policy number NYU0051953. Effective as
of the first anniversary of the date hereof, the insurance policy on
the life of Executive owned by the Corporation, Equitable policy number
34 790 530 (the "Equitable Policy"), shall be transferred to
Executive's designee, subject to the satisfaction of any required
income and employment tax withholding; provided, however, that in the
event of Executive's death prior to the transfer of the Equitable
Policy, the Corporation will pay an amount equal to the death benefit
of the Equitable Policy received by the Corporation to Executive's
designee.
3. The address for delivery of notice to Executive pursuant to
Paragraph 15 of the Agreement is replaced in its entirety with the following
address:
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx
4. Except as otherwise set forth above, the Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
FAB INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice-President and Treasurer
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
