AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT, dated as of
February 10, 1997 (this "Amendment No. 1"), by and between Freedom Chemical
Company, a Delaware corporation (the "Company") and Xxxx X. Xxxxx (the
"Executive").
WHEREAS, the Company and the Executive have entered into an
Employment Agreement dated as of November 15, 1994, by and between the Company
and the Executive (the "1994 Employment Agreement"); and
WHEREAS, the Company and the Executive desire to amend and
modify the 1994 Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Executive hereby agree that the 1994 Employment Agreement shall be, and hereby
is, amended and modified as follows:
1. Section 2 of the 1994 Employment Agreement is hereby
amended and replaced in its entirety to read as follows:
"2. Term.
(a) Subject to Section 14 hereof, the term of this
Agreement (the "Term") is hereby extended to December 31, 1997.
(b) Commencing on December 31, 1997 and each
anniversary of such date thereafter, the Term shall automatically be extended
for one additional year unless, not later than sixty (60) days prior to such
date or any such anniversary, as the case may be, either party hereto shall have
notified the other party hereto in writing that such extension shall not take
effect."
2. Except as amended and modified by this Amendment
No. 1, all other terms of the 1994 Employment Agreement shall remain unchanged.
3. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been duly
executed and delivered by a duly authorized officer of the Company and by the
Executive as of the date first above written.
FREEDOM CHEMICAL COMPANY
By: /s/ Xxxxx XxXxxxxx
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Name: Xxxxx XxXxxxxx
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Title: Vice President & General Counsel
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/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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