AMENDMENT NUMBER TWO
to the
EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER TWO (the "Amendment") dated as of the 9th day of
April, 2002, to the Employment Agreement between F. Xxxxxx Xxxxxxxxx
("Executive") and Viskase Corporation (the "Company"), dated as of August 30,
2001, as amended by the Amendment thereto, dated as of November 1, 2001 (as
so amended, the "Agreement"), is entered into between Executive and the
Company (hereinafter together referred to as the "parties").
WHEREAS, pursuant to Section 7 of the Agreement, Executive has the right
to terminate his employment with the Company for Good Reason, which is
defined to include, among other things, that there shall have occurred a
Change in Control;
WHEREAS, one or more Changes in Control have occurred on or before the
date hereof;
WHEREAS, Executive and the Company would like to further define
Executive's rights under Section 7 of the Agreement;
WHEREAS, Viskase Companies, Inc. ("VCI"), the parent corporation of the
Company is currently negotiating an exchange offer plan (the "Exchange
Offer") and/or plan of reorganization (the "Plan") with an Ad Hoc Committee
of holders of the VCI's 10 1/4% Senior Notes ("Notes");
WHEREAS, the Company believes that Executive is integral to the success
and completion of the exchange offer and/or reorganization and his departure
would disrupt the negotiations with the Ad Hoc Committee, disrupt the
stability of the Company's relationship with its employees and customers and
substantially increase the cost of successfully completing an exchange offer
and/or plan or reorganization;
WHEREAS, simultaneous with the execution of this Amendment, Executive,
the Company and VCI are entering into a Letter of Credit Agreement, pursuant
to which Executive will have the right to draw upon a letter of credit upon
the occurrence of certain events (the "Letter of Credit Agreement"); and
WHEREAS, the Company desires to induce Executive to remain in the
employment of the Company and assist in the completion of an Exchange Offer
and/or Plan.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
of the parties contained herein, the parties agree to amend the Agreement as
follows:
Section 1: Definitions. Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 2. Amendments.
(a) The last two sentences of Section 7(f) shall be deleted in their
entirety and replaced with the following:
With respect to a termination of Executive's employment by
Executive for Good Reason pursuant to Section 7(d)(1)(vi) for Changes in
Control which may have occurred on or prior to the date hereof,
Executive may provide the Company with a Notice of Termination by no
later than thirty (30) days following the earlier to occur of: (i) the
date on which the Company has provided written notice of acceptance to
the exchange agent with respect to the Exchange Offer; (ii) the
effective date of the Plan of the Company and Viskase under Chapter 11
of the United States Bankruptcy Code or the date on which the Company's
and Viskase's bankruptcy is converted from a Chapter 11 proceeding to a
Chapter 7 proceeding; or (iii) the closing date contained in any
agreement relating to the sale of substantially all of the assets of the
Company and/or Viskase or the sale or other issuance of at least a
majority of the stock of the Company or Viskase.. With respect to a
termination of Executive's employment by Executive for Good Reason
pursuant to Section 7(d)(1)(vi) for Changes in Control occurring after
the date hereof, Executive may provide the Company with a Notice of
Termination for each such Change in Control by no later than the one
year anniversary of such Change in Control.
(b) The following provision shall be added to the end of Section 8:
(i) The Company acknowledges and agrees that the occurrence of
any event specified in Section 2(a)(i) or (ii) of the Letter of Credit
Agreement shall constitute and be treated for purposes of this Agreement
as a termination for Good Reason following a Change of Control for which
Executive shall be entitled to the compensation specified in Sections
8(b) and (c) of this Agreement. Accordingly, notwithstanding anything
contained herein to the contrary, in the event Executive's employment is
terminated for any reason (including Death or Disability) other than
Cause during the period of time during which the letter of credit is
outstanding under the Letter of Credit Agreement, Executive shall be
entitled to receive the compensation provided for in Sections 8(b) and
(c) of the Agreement.
Section 3. Choice of Law. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois,
without giving effect to the conflict of law principles thereof.
Section 4. Effectiveness. Except as expressly modified above, all
other terms, conditions and provisions of the Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the first date written above.
VISKASE COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and CFO
/s/ F. Xxxxxx Xxxxxxxxx
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F. Xxxxxx Xxxxxxxxx
