AMENDMENT TO SEVERANCE AGREEMENT
This Amendment dated as of December 8, 1997 to Severance
Agreement dated as of January 3, 1995 (the "Severance Agreement") is entered
into among Xxxx Sports Corp., a Delaware corporation (the "Company"), Xxxx
Sports, Inc., a California corporation and a wholly-owned subsidiary of the
Company (the "Subsidiary"), and Xxxxxx Xxxx XxXxxxxxx (the "Executive").
Capitalized terms not defined herein shall have the respective meanings set
forth in the Severance Agreement.
WHEREAS, the Company and the Executive desire to amend the
Severance Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereby agree that Section 4(a)
of the Severance Agreement is hereby amended to read in its entirety as follows:
"(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company or its affiliated companies to or for the benefit of
the Executive (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, but determined without regard to
any adjustment required under this Section 4) (in the aggregate, the "Total
Payments") would be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), and if it is determined that (A) the amount remaining,
after the Total Payments are reduced by an amount equal to all applicable
federal and state taxes (computed at the highest applicable marginal rate),
including the Excise Tax, is less than (B) the amount remaining, after taking
into account all applicable federal and state taxes (computed at the highest
applicable marginal rate), after payment or distribution to or for the benefit
of the Executive of the maximum amount that may be paid or distributed to or for
the benefit of the Executive without resulting in the imposition of the Excise
Tax, then the payments due hereunder shall be reduced so that the Total Payments
are One Dollar ($1) less than such maximum amount."
IN WITNESS WHEREOF, the Company and the Subsidiary have each
caused this Agreement to be executed by a duly authorized officer of the Company
or the Subsidiary, as the case may be, and the Executive has executed this
Agreement as of the day and year first above written.
XXXX SPORTS CORP.
By:________________________________
Xxxxx X. Xxx
Chairman of the Board and
Chief Executive Officer
XXXX SPORTS, INC.
By:________________________________
Xxxxx X. Xxx
Chairman of the Board and
Chief Executive Officer
EXECUTIVE:
___________________________________
Xxxxxx Xxxx XxXxxxxxx
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