Exhibit 13
WALBRO CORPORATION
FIRST AMENDMENT TO THE AMENDED AND RESTATED
TERMINATION AND CHANGE OF CONTROL AGREEMENT
FOR XXXXX X. XXXXXXXXX
WHEREAS, WALBRO CORPORATION, a Delaware corporation (the "Company") and
Xxxxx X. Xxxxxxxxx (the "Executive") entered into that certain Amended and
Restated Termination and Change of Control Agreement dated as of the _____ day
of August, 1998 (the "Termination Agreement"); and
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to further
assure, by amending the Termination Agreement for the 1999 calendar year, that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined in the
Termination Agreement) of the Company during such calendar year;
WHEREAS, the Board and the Executive intend (i) for the Termination
Agreement to continue to apply, as originally entered into by the parties
hereto, until the date of a Change of Control (as defined in the Termination
Agreement) of the Company, if any, during the 1999 calendar year, and (ii) for
this Amendment to the Termination Agreement (the "Amendment") to apply only as
of and after the date of such Change of Control, if any, and to automatically
terminate on December 31, 1999, in the absence of a Change of Control during
such calendar year.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions. For purposes of this Amendment, the definitions of terms
contained in the Termination Agreement hereby are incorporated by reference,
except to the extent that any term is specifically defined in this Amendment.
2. Effective Date, Term and Application. This Amendment is entered into
effective January 1, 1999. Unless otherwise agreed upon in writing by the
Company and the Executive prior to December 31, 1999, this Amendment shall be
operative only in the event of a Change of Control of the Company occurring on
or prior to December 31, 1999.
3. Amendments.
(a) Section 6(d) of the Termination Agreement is amended by adding new
subsections (v), (vi) and (vii) to read as follows:
"(v) provide the Executive with relocation benefits pursuant to
the Company's relocation policy X-H dated January 1, 1998,
in connection with a move of the Executive's principal
residence to Michigan or Vermont (as the Executive may
elect) at any time on
or before the later of December 31,
1999 or six months after the Date of Termination;
(vi) provide to the Executive for his personal use a current
model, luxury automobile and pay the expense relating
thereto until the end of the three-year period commencing
on the Date of Termination, all as presently being provided
or paid pursuant to Section 5(f)(iv) of the Employment
Agreement; provided that the Company may at its option
transfer to the Executive the ownership of the automobile
presently being provided for the Executive's use, in which
case the Executive shall thereafter be responsible for all
such related expenses; and"
(vii) pay the Executive an amount equal to $2,000,000 in
consideration of the cancellation of, or failure to grant,
the Second Option, as applicable, as such term is defined
in Section 5(a) of the Employment Agreement."
(b) Section 7 of the Termination Agreement is amended in its entirety
to read as follows:
"7. Other Amounts.
(a) Stock Options and Restricted Stock. In the event of any
Termination of Employment, stock options and restricted stock held by the
Executive as of the Date of Termination will be exercisable or vested, as
applicable, to the extent and for such periods, and otherwise governed, by
the Plans (and the agreements and other documents thereunder) pursuant to
which such stock options or restricted stock were granted; provided,
however, that (i) the First Option as such term is defined in Section 5(a)
of the Employment Agreement shall be fully vested and shall be exercisable
to the extent and for such periods, and otherwise governed by, the
provisions of Section 5(a) of the Employment Agreement, and (ii) upon the
payment by the Company to the Executive of the amount specified in Section
6(d)(vii) hereof, the Company shall be released from its obligation to
grant the Second Option (as such term is defined in Section 5(a) of the
Employment Agreement) or, if the Second Option shall have already been
granted, it shall be canceled.
(b) Supplemental Retirement Benefit. In the event of any Termination
of Employment, the Executive's Supplemental Retirement Benefit shall be
paid at the time or times and in the amounts determined in accordance with
Section 5(d) of the Employment Agreement, except that in the event of a
Termination Without Cause or a Termination for Good Reason during the
Extended Employment Period, the Supplemental Retirement Benefit shall be
provided in the form of a life and 50% surviving spouse annuity rather than
a single life annuity and shall be computed based upon an interest rate
discount assumption of 4%, and as though (i) the Executive's employment
with the
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Company had continued for three years after the Date of Termination for
purposes of determining his Adjusted Years of Service with the Company (as
determined pursuant to Section 5(d) of the Employment Agreement) and (ii)
the Executive had received compensation in each of such three years
determined in accordance with Section 3 hereof. In such event, the
reference to the phrase 'single-life annuity' in Section 5(d)(iii) of the
Employment Agreement shall be deemed to refer to the life and 50% surviving
spouse annuity specified in the preceding sentence."
(c) Section 16(n) of the Termination Agreement is amended in its
entirety to read as follows:
"(n) "Highest Annual Bonus" means one hundred percent (100%) of the
Executive's Annual Base Salary."
4. Application of the Termination Agreement. Except as amended hereby, the
Termination Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused this instrument to be duly executed as of this ____ day of
_____________, 1999.
WALBRO CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chairman of the Board
XXXXX X. XXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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