FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "First Amendment") is
made as of March 1, 1997 by and between Xxxxx X. Xxxxxxx, an individual
("Executive"), and Astor Corporation (formerly, Petrowax PA, Inc.), a
Delaware corporation (the "Company").
Executive and the Company are parties to that certain Employment
Agreement (the "Agreement") dated July 1, 1995, and Executive and the Company
desire to amend the Agreement as set forth herein.
For and in consideration of the mutual covenants and promises contained
herein, Executive and the Company do hereby amend the Agreement as follows.
1. Paragraph 1(d) of the Agreement is hereby amended to read in its
entirety as follows:
"(d) TERM. The initial term of employment of Executive under
this Agreement shall continue until July 1, 1998 (such period, the
"Initial Term"), subject to the provisions for termination set forth
herein and renewal as provided in paragraph 1(e) below."
2. The first sentence of paragraph 2(a) of the Agreement is hereby
amended by deleting "Eleven Thousand Six Hundred Sixty-Seven Dollars
($11,667)" and by substituting therefor "Thirteen Thousand Five Hundred
Dollars ($13,500)."
3. The first sentence of paragraph 3(b) of the Agreement is hereby
amended by deleting "40%" and by substituting therefor "50%".
4. The definition of "Termination Date" in the first sentence of
paragraph 5 is amended in its entirety to read as follows:
"The date on which Executive's employment by the Company
ceases upon non-renewal at the election of the Company in
accordance with paragraph 1 (e), or under any of the
following circumstances, shall be defined herein as the
Termination Date'."
5. Paragraph 5(d) (i) of the Agreement is hereby amended in its
entirety to read as follows:
"(d) TERMINATION WITHOUT CAUSE.
1
(i) TERMINATION PAYMENTS. In the event that during the term of
this Agreement (A) Executive's employment is terminated by the Company
other than pursuant to paragraph 5(a) or 5(c), (B) Executive's
employment is terminated by Executive pursuant to paragraph 5(b), or (C)
the Company elects not to renew this Agreement in accordance with
paragraph 1(e), then the Company shall pay Executive as severance an
amount equal to twelve (12) months of his then Base Salary, less
standard withholdings for tax and social security purposes, payable over
such twelve (12) month term in monthly pro rata payments commencing as
of the Termination Date plus the accrued portion of any bonus through
the Termination Date, less standard withholdings for tax and social
security purposes, payable upon such date or over such period of time
which is in accordance with the applicable bonus plan."
6. Paragraph 5(g) of the Agreement is hereby amended to read in its
entirety as follows:
"(g) OUTPLACEMENT SERVICES. Upon any termination of Executive's
employment pursuant to paragraph 5 (c) or 5(d), or upon non-renewal at the
election of the Company in accordance with paragraph 1(e), the Company shall
provide to Executive such outplacement services as may be mutually agreed to
from time to time between the Company and Executive."
7. Except as modified herein, all terms, conditions and covenants of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment on the date first above written.
/s/ XXXXX X. XXXXXXX
_______________________________________
Xxxxx X. Xxxxxxx
ASTOR CORPORATION
/s/ XXXX X. XXXXXXXXX
By: ______________________________
Xxxx X. Xxxxxxxxx
Chairman and Chief
Executive Officer
