EXHIBIT 10.36
XXXXXXX & XXXXXX CORPORATION
000 XXXXXXXXX XXXXXXX
XXXX, XX 00000
January 25, 2004
Mr. J. Xxxxxxx Xxxxx
Vice Chairman And Chief Financial Officer
Xxxxxxx & Xxxxxx
Global Headquarters
000 Xxxxxxxxxx Xxx.
Xxxx, XX 00000
RE: AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter addresses certain aspects of your compensation not
addressed in your Employment Agreement with Xxxxxxx & Xxxxxx Corporation (the
"Company"), dated January 25, 2004, or in an existing Option Agreement. When
this letter has been approved by the Compensation Committee and signed by you,
it will amend your Employment Agreement, effective as of the date it is signed
by a member of the Compensation Committee.
The terms of your Employment Agreement, the Supplemental Retirement
Income Plan ("SRIP"), and any other plan or program generally applicable to
employees or stockholders of the Company will control in the event of a conflict
with the terms of this letter, except as specifically provided herein.
Commuting, Relocation, and Perquisites. The Company shall reimburse you
for all reasonable expenses incurred in connection with commuting to Michigan in
the performance of your duties and responsibilities under the Employment
Agreement until September 30, 2003. You will have available a perquisite account
of up to Thirty Thousand Dollars ($30,000) per year and an allowance of up to
Twenty Five Hundred Dollars ($2,500) per year for tax and estate planning. The
Company shall provide you such additional amounts as are necessary to cover any
tax costs to Employee of such commuting expenses and perquisites.
Bonus Payment in the Event of a No Cause Termination or a Constructive
Termination. In addition to the prorated bonus payment described in Section
8(b)(iii) of your Employment Agreement, upon the occurrence of an event giving
rise to a payment under that Section 8(b), the Company shall pay you an amount
equal to the target bonus for the year in which your employment terminates.
Mr. J. Xxxxxxx Xxxxx
January 25, 2004
Page 2
Change of Control. All outstanding stock options granted to you under
the Company's stock option plan will immediately vest upon a Change of Control.
For purposes hereof, a "Change of Control" shall be deemed to have occurred only
if Heartland Industrial Partners, L.P. and its affiliates cease to be beneficial
owners of at least thirty percent (30%) of their interest in the Company as of
August 1, 2003.
Supplemental Retirement Income Plan. You will be credited with all your
years of service under the SRIP that preceded your break in service with the
Company and an additional two years of service credit, so that, as of January 1,
2002, you had seven (7) years of vesting credit toward Retirement, as defined
under Paragraph 5 of Article II of the SRIP, and seven (7) years of benefits
credit for purposes of calculating the amount of any benefit under Article IV of
the SRIP. In addition, if your employment is terminated for No Cause or there is
a Constructive Termination, you will be deemed to have satisfied the ten (10)
year vesting requirement for Retirement under Paragraph 5 of Article II of the
SRIP regardless of your actual years of service, if you haven't already
satisfied the vesting requirement for Retirement and you will be credited with
two (2) additional years of benefits credit for purposes of Article IV of the
SRIP. Furthermore, if Xxxxx Xxxxxxxx is not the Chief Executive Officer of
Company, and you are not otherwise vested in the SRIP, then upon termination of
your employment for any reason you will be deemed to have satisfied the ten (10)
year vesting requirement for Retirement under Paragraph 5 of Article II of the
SRIP and you will receive the additional two (2) years of benefits credit for
purposes of Article IV of the SRIP that are described in the preceding sentence.
Release. You may elect, following termination of your employment, to
sign a general release of claims against the Company in a form mutually
acceptable to you and the Company. As provided in Section 10 of the Employment
Agreement, Execution of such release is a condition to receipt of any continuing
compensation or benefits under the Employment Agreement.
Covenants. The covenants contained in Sections 9(b) and 9(c) shall not
be applicable in the event of a No Cause termination or a Constructive
Termination of your employment, or in the event your employment terminates
following the expiration of your Employment Agreement.
ACCEPTED AND AGREED: XXXXXXX & XXXXXX CORPORATION:
/S/ J. Xxxxxxx Xxxxx /S/ Xxxxx X. Xxxxxxxx
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J. Xxxxxxx Xxxxx Compensation Committee Member
January 25, 2004 January 25, 2004
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Date Date
