EXHIBIT 10.1
------------
EXECUTION VERSION
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
FIRST AMENDMENT, dated as of, and effective, October 31, 2006 (this
"Amendment"), to the Employment Agreement dated as of August 1, 2001 (the
"Agreement") by and between between Mafco Worldwide Corporation (formerly known
as Pneumo Abex Corporation), a Delaware corporation (the "Company") and Xxxxxxx
X. Xxxx (the "Executive").
WHEREAS, the parties desire to amend the Agreement in certain
respects;
NOW THEREFORE, the parties agree to amend and restate in their
entirety Sections 3.2 and 3.3 of the Agreement, as follows:
"3.2 Bonus. In addition to the amounts to be paid to
the Executive pursuant to Section 3.1, the Executive will be
eligible to receive a bonus with respect to each calendar year
included within the Term computed in accordance with the
provisions of the next two succeeding sentences. If, with
respect to any calendar year, the Company achieves EBITDA of at
least the percentage set forth in the table below of its
business plan for such year, such bonus shall be the percentage
set forth in the table below of Base Salary with respect to the
year for which the bonus (any such bonus, a "performance
bonus") was earned:
Percentage of Percentage of
EBITDA in Business Plan Base Salary
80% 60%
85 75
90 90
95 100
100 105
105 110
110 125
115 150
In the event that the Term or this Agreement is terminated
other than pursuant to Section 4.3, the Executive shall be
entitled to receive a prorated performance bonus (if such a
bonus is otherwise payable) with respect to (A) the year in
which the Term or this Agreement terminated or, (B) in the
event of a termination pursuant to Section 4.4, the year in
which the Executive was last entitled to receive any payments
of Base Salary, in an amount equal to (x) the percentage of
Base Salary otherwise payable as a performance bonus with
respect to such year multiplied by (y) a fraction, the
numerator of which is the number of whole months elapsed from
the beginning of such year to the date as of which the Term or
this Agreement
terminated or the last day as of which the Executive is
entitled to receive payments of Base Salary, as applicable and
the denominator of which is 12. A performance bonus or other
bonus, if either or both are earned in accordance with this
Agreement, shall be paid no later than March 15th of the year
next following the year with respect to which such bonus was
earned. The maximum bonus payable pursuant to this Section 3.2
shall be $2,000,000 with respect to any calendar year.
3.3 Minimum Compensation. If, during any calendar year (a
"Current Year"), EBITDA for such year at least equals EBITDA
for the immediately prior year (a "Prior Year"), then the sum
of Base Salary and bonus payable to the Executive on account of
the Current Year ("Total Current Year Compensation") shall be
no less than the sum of Base Salary and bonus paid to the
Executive on account of the Prior Year ("Total Prior Year
Compensation"). In any case described in the preceding sentence
in which Total Prior Year Compensation was greater than Total
Current Year Compensation computed pursuant to Sections 3.1 and
3.2, then the difference shall be paid to the Executive no
later than March 15th of the year next following the Current
Year."
This amendment is conditioned upon stockholder approval of such
amendment, and the Company agrees to seek such stockholder approval not later
than the next regularly scheduled annual meeting of stockholders after the date
hereof. Except as set forth herein, there are no other changes to the
Agreement, which as amended hereby remains in full force and effect.
2
IN WITNESS WHEREOF, the parties have caused this First Amendment to
the Agreement to be executed and delivered as of the date written first above.
MAFCO WORLDWIDE CORPORATION
By: /s/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx
Director
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Xxxxxxx X. Xxxx
3
