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SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Exhibit 10-6(d)
MEMORANDUM
Date: August 13, 1997
To: Xxxx Xxxxx
From: Xxxxxxx X. Xxxxxx
Re: Severance/Change in Control Agreement
Attached hereto is a revised page 7 to the above-referenced agreement
that was entered into between you and the Company, dated as of
January 1, 1997.
In paragraph 4(b)(ii), in subparts (x) and (z) we have changed the
word reading "paid" to read "awarded" in connection with the bonus
determination in the event of a payout after a CIC.
This change was necessitated due to the implementation of the
Deferred Compensation Plan. The change will allow for any bonus
dollars that are deferred to be included in the bonus calculations.
If anyone has any questions, please see me. Otherwise, please sign
the duplicate originals of this memo in the place provided below and
initial the attached page, and return one set to me and keep the
other for your personal file.
Attachments
ACCEPTED AND AGREED TO THIS 13 DAY OF AUGUST, 1997:
/s/ Xxxx Xxxxx _____________
(a) Not later than the 5th day after the Date of
Termination, the Employee's Base Salary through the Date of
Termination, the amount of any accrued but unused FTO or vacation
time to which the employee is entitled through the Date of
Termination, and any amounts to be paid to the Employee pursuant to
any deferred compensation plan; and
(b) If the Date of Termination is within twelve (12)
months following a Change in Control, the Employee shall also receive
the following:
(i) no later than ten (10) days after such Date
of Termination, a lump sum payment (minus withholdings and other
required deductions) of an amount equal to three (3) times the
Employee's Base Salary, plus thirty-six (36) times the amount to
which the Employee was then entitled immediately prior to the Change
in Control for the monthly automobile allowance; and
(ii) no later than ten (10) days after such Date
of Termination, an additional lump sum payment (minus withholdings
and other required deductions) of an amount equal to three (3) times
the greater of (x) the bonus, if any, that was actually awarded to
the Employee for the year's results for the Company's fiscal year
immediately preceding the year in which the Date of Termination
occurs, (y) the percentage of maximum bonus otherwise payable for the
full fiscal year in which the Date of Termination occurs assuming
performance relative to plan for the entirety of such fiscal year was
the same as performance relative to plan year to date as of the Date
of Termination, or (z) the average bonus actually awarded to the
Employee for the five fiscal years immediately preceding the year in
which the Date of Termination occurs (for the purpose of this Section
4 (b) (ii), "bonus" shall include regular annual bonus payments,
annual PlC bonus payments, annual super performance bonus payments
and any other designated annual (as opposed to long-term) bonus
payments); and
(iii) commencing upon the Date of Termination:
(1) All Other Benefits that were in effect
and in which the Employee participated immediately prior to the
Change in Control, for the period of the earlier to occur of
Initials /s/
GJN
MEMORANDUM
Date: December 15, 1997
To: Xxxx Xxxxx
From: Xxxx Xxxxxx
Re: Severance/Change in Control Agreement
Attached hereto is a revised page 6 to the above-referenced agreement
that was entered into between you and the Company, dated as of
November 6, 1997.
We have changed paragraph 4(b)(ii) in its entirety to read as it
appears on the attached.
This change was required to correct an ambiguity/confusion in the
prior language.
If anyone has any questions, please see me. Otherwise please sign
the duplicate originals of this memo in the place provided below and
initial the attached page, and return one set to me and keep the
other for your personal file.
WGC:vy
Attachments
ACCEPTED AND AGREED TO THIS 16 DAY OF DECEMBER, 1997:
/s/ Xxxx Niles___________
(a) Not later than the 5th day after the Date of
Termination, the Employee's Base Salary through the Date of
Termination, the amount of any accrued but unused FTO or vacation
time to which the employee is entitled through the Date of
Termination, and any amounts to be paid to the Employee pursuant to
any deferred compensation plan; and
(b) If the Date of Termination is within twelve (12)
months following a Change in Control, the Employee shall also receive
the following:
(i) no later than ten (10) days after such Date
of Termination, a lump sum payment (minus withholdings and other
required deductions) of an amount equal to three (3) times the
Employee's Base Salary, plus thirty-six (36) times the amount to
which the Employee was then entitled immediately prior to the Change
in Control for the monthly automobile allowance; and
(ii) no later than ten (10) days after such Date of
Termination, an additional lump sum payment (minus withholdings and
other required deductions) of an amount equal to three (3) times the
greater of (x) the percentage of maximum bonus otherwise payable for
the full fiscal year in which the Date of Termination occurs assuming
performance relative to plan for the entirety of such fiscal year was
the same as performance relative to plan year to date as of the Date
of Termination, or (y) the largest bonus dollar amount actually
awarded to the Employee for any one of the five fiscal years
immediately preceding the year in which the Date of Termination
occurs (for the purpose of this Section 4(b)(ii), "bonus" shall
include regular annual bonus awards, any annual PIC bonus awards, any
annual super performance bonus awards, and any other designated
annual (as opposed to long-term) bonus awards); and
(iii) commencing upon the Date of Termination:
(1) All Other Benefits that were in effect
and in which the Employee participated immediately prior to the
Change in Control, for the period of the earlier to occur of
/s/ GJN
Initials
