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EXHIBIT 10.17(B)
AMENDED & RESTATED
AGREEMENT
Xxx X. Xxxxxxxx ("Executive") and Anixter International Inc. ("Company")
hereby agree as follows:
1. Company will employ Executive and Executive will be employed by Company
as an executive officer of Company and such of its subsidiaries as the Company
shall designate from time to time. Designation of a subsidiary of the Company as
an employer of Executive ("Designated Employer") shall not be affected by
whether that employer continues to be a subsidiary of the Company. Executive
shall be free to engage in other business activities as long as such activities
do not interfere with Executive's performance of his responsibilities under this
Agreement.
2. The term of employment under this Agreement shall begin on January 1,
1995 and shall end on the earlier of (a) the date specified in a written notice
by one party to the other, which date must be at least 2 years after the date
such notice is given, or (b) December 31, 2000.
3. Minimum compensation of Executive shall be as follows:
- Annual salary of $395,000 for 1995 and $325,000 thereafter.
- Annual bonus opportunity of 50% to 112.5% of salary with a target of
75% of salary.
- Such long-term incentive opportunities as the Compensation Committee of
the Board of Directors in its good faith judgment shall determine from
time to time to be appropriate.
- Medical, life insurance, disability, and financial planning benefits
equal to those currently provided by the Company or its subsidiary,
Anixter Inc., as those benefits may be modified from time to time,
provided that Executive's salary shall be deemed to be $625,000 per
year for purposes of determining the level of his life insurance and
disability benefits.
- A retirement benefit under the Company's Supplemental Executive
Retirement Plan provided that Executive's Final Average Compensation
shall be deemed to be $1,100,000 for purposes of determining the level
of his benefits under that plan.
4. Offset against the compensation otherwise payable to Executive by the
Company shall be the compensation payable to the Executive by any Designated
Employer.
5. Upon completion of his employment pursuant to this Agreement and the
concurrent or subsequent termination, by resignation or otherwise, of his
employment by the Company, but not otherwise not withstanding the provisions of
the Agreement between the parties, dated January 1, 1992, Executive (a) except
in the case of any option which expressly states it is not subject to this
Agreement, shall be fully vested in all options granted to him by the Company,
shall be protected by adjustment of exercise prices and number of covered shares
against dilution by any extraordinary cash dividends or other actions as
provided in the warrants previously granted directors of the Company, and shall
have until the earlier of the specific expiration date stated in each option
granted to him by the Company or the date two years after termination of his
employment to exercise that option; (b) shall receive a vested benefit in the
Company's Supplemental Executive Retirement Plan as if a "change of control"
shall have occurred at such time; and (c) shall receive the split dollar life
insurance policy on his life now owned by the Company if the policy has not
previously been delivered to him.
6. Performance of the obligations under this Agreement shall discharge the
Company and any Designated Employer from any other obligation they may have to
Executive in connection with any termination of his employment by the Company
and any Designated Employer.
7. If necessary, to avoid the limitation of Section 162(m) of the Internal
Revenue Code on the deductibility by the Company of the Executive's
compensation, a sufficient amount of the Executive's bonus
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may be deferred, with fair interest, to such time that the deduction for the
Executive's compensation is not so limited.
Initially executed as of February 9, 1995 and amended as of February 8, 1996.
ANIXTER INTERNATIONAL INC.
By /s/ XXXXX X. XXXX /s/ XXX X. XXXXXXXX
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Xxxxx X. Xxxx Xxx X. Xxxxxxxx
