Amendment to
Employment Agreement
This Amendment (this "Amendment") is made as of the 25th day of May, 1999, to
that certain Employment Agreement (the "Employment Agreement") dated as of March
19, 1990, as amended, by and among Central Sprinkler Company) (the "Company"),
Central Sprinkler Corporation (the "Parent Company") and Xxxxxx X. Xxxxx (the
"Employee"). Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Employment Agreement.
WHEREAS, the parties hereto desire to amend the Employment Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and convenants herein and other good and valuable consideration, the receipt of
which is hereby acknowledged, and intending to be legally bound thereby, hereby
agrees as follows:
1. Amendment to Section 3.1 The first sentence of Section 3.1 shall be
eliminated in its entirety and the following language shall be added in its
stead:
"The term of employment under this Agreement (the "Employment Term")
shall be for a period commencing on May 25, 1999 and continuing
thereafter until 12:00 a.m. New York City Time on April 29, 2003, unless
otherwise extended or renewed by the execution of a written instrument
in a form mutually agreeable to the parties hereto and unless sooner
terminated by the occurrence of a Termination of Employment (as defined
in Section 3.2 hereof)."
2. Amendment of Section 3.2, Subsection (a) of Section 3.2 of the Employment
Agreement is hereby eliminated in its entirety.
3. Amendment of Section 4.2. The first two sentences of Section 4.2 shall be
eliminated in their entirety and the following language shall be added in
their stead:
"The employee shall be entitled to a minimum participation interest
("Minimum Interest") of 2.0% in the Plan. If the Company grants to its
Employee for any future fiscal year a participation interest in the Plan
that exceeds 2.0% such greater percentage shall thereafter be guaranteed
and shall be deemed the Minimum Interest for all purposes hereunder".
The following language shall be added as an additional sentence at the end
of Section 4.2:
"Notwithstanding the foregoing, the Employee shall have no right to
participate in Central Sprinkler Corporation's 1999 Management Incentive
Compensation Plan."
4. Amendment of Section 5. The first sentence of Section 5 shall be eliminated
in its entirety and the following language shall be added in its stead:
"The Employee, until April 29, 2003, shall not in any capacity engage or
have a financial interest in any business competing with the Company or
any affiliate of the Company within the United States."
5. Addition of New Section 12. The following language shall be added as
section 12 to the Employment Agreement:
"12. Release. The Company hereby releases the Employee, his estate and
his personal representatives, and the Employee hereby releases the
Company, its successors and assigns, officers and directors, of and from
any and all claims of, or liabilities that any such released party may
have to any such releasing party with respect to any actions or
omissions prior to the date hereof; provided, however, that this release
shall not apply to any claims that may be asserted by the Employee for
indemnification under any contract or otherwise with respect to claims
made by third parities or any derivative action concerning his action,
or omission as an officer or director of the Company. The foregoing
released liabilities shall include, without limitation, any liabilities
that the Company could have for payments to the Employee under Section
4.2 hereof with respect to any period prior to May 1, 1999."
6. Amendment of Section 7. Section 7 shall be eliminated in its entirety and
the following language shall be added in its stead:
"7. Removal of Employee. The Company shall have the right to remove the
Employee from the position in which he is employed hereunder. If the
Employee is removed from his position pursuant to this Section 7 without
the Employee's written consent, the Employee shall have the right to
terminate his employment hereunder by sending a Notice of Termination to
the Company. The date specified in such notice of Termination shall
constitute the date of "Termination of Employment" for purposes of this
Agreement, except that the Employee's compensation and benefits
described in Section 4 and the guarantee thereof contained in Section 8,
shall continue until April 29, 2003. In any such case, if the Employee
terminates his employment pursuant to this Section 7 the restrictions
contained in Section 5 shall terminate on the date of Termination of
Employment."
7. Additional Consideration. In consideration for this Amendment, the Employee
shall receive as additional compensation $136,023 at the date of this
Amendment, $60,840 on August 1, 1999 and $54,080 on October 1, 1999. Each
of these payments is conditioned upon all requirements of the Employment
Agreement, as amended, having been fulfilled by the Employee and that the
Employee is employed as of the date future payments are due.
8. Counterparts. This Amendment may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the
same instrument.
Miscellaneous. Except as herein modified and amended, all terms and conditions
of the Employment Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
Central Sprinkler Corporation
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: Chairman and CEO
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
