EXHIBIT 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this "Amendment") is made
and entered into as of January 1, 2004, by and between Xxxxxx Co., a
Pennsylvania corporation (the "Company"), and Xxxxxx X. Xxxxxxx ("Executive").
WHEREAS, the Company and Executive desire to enter into this Amendment to
certain terms of the Employment Agreement dated as of July 9, 2001 (the
"Agreement").
NOW THEREFORE, the Company and Executive agree as follows:
1. PLACE AND TERM OF EMPLOYMENT
Section 2(b) of the Agreement shall be amended by deleting such section in
its entirety and replacing it with the following:
(b) Subject to Section 6 hereunder, the term of this Agreement shall
be through December 31, 2006. This Employment Agreement shall be
automatically renewed for successive one (1) year periods thereafter
unless either party gives notice otherwise within 12 months, but not less
than 6 months prior to an expiration. One (1) year prior to expiration the
Company and Executive shall meet and have dialogue regarding this
agreement.
Section 2(c) of the Agreement shall be deleted in its entirety.
2. TERMINATION OF EMPLOYMENT
Section 6.3 of the Agreement shall be amended by deleting such section in
its entirety and replacing it with the following:
6.3 Not For Cause or For Good Reason. If (i) Executive's employment
is terminated by the Company for a reason other than Cause, Executive's
death or
Executive's Permanent Disability, or (ii) Executive terminates his
employment for Good Reason (as hereinafter defined), the Company's
obligation to compensate Executive shall in all respects cease as of the
date of such termination, except (a) for Standard Termination Payments,
(b) that the Company will pay to Executive an amount equal to the sum of
(1) twelve (12) month's of the Executives base salary in effect at the
time of such termination to be paid in a lump sum or in twelve (12) equal
monthly payments over the next twelve (12) months, as elected by
Executive, and (2) the bonus that the Executive received (or earned but
did not receive) for the fiscal year immediately preceding the fiscal year
in which his employment terminated, and (c) that the Company will, for a
period of twelve (12) months following said date of termination, provide
Executive with retirement benefits and welfare (including any life
insurance, hospitalization, medical and disability) benefits,
substantially similar to those provided to Executive as of the date of
termination, provided that such welfare benefits shall be discontinued to
the extent Executive receives similar benefits from subsequent employment.
For purposes of this Agreement, "Good Reason" shall mean (1) a reduction
by the Company in the Executive's bonus opportunities or, except as
specifically provided herein, base salary as in effect on the Effective
Date or as the same may be increased from time to time; (2) unless the
members of the Board appointed pursuant to Section 4(iii) of the
Shareholder Agreement dated as of the date hereof agree to such reduction
or other action, any material reduction in the level of benefits
(including participation in any bonus plan) to which the Executive is
entitled under one or more employee benefit plans on the Effective Date,
or the taking of any action by the Company which would adversely affect
the Executive's accrued benefits under any such employee
benefit plans or deprive the Executive of any material fringe benefit
enjoyed by the Executive on the Effective Date; (3) a demand by the
Company to the Executive to relocate to any place that exceeds a fifty
(50) mile radius beyond the location at which the Executive performed the
Executive's duties on the Effective Date; or (4) any material breach by
the Company of any provision of this Agreement.
3. REMAINING PROVISIONS.
All provisions of the Agreement not otherwise amended by this Amendment
shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
XXXXXX CO., a Pennsylvania
Corporation
By:/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President and CEO
EXECUTIVE
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
