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Exhibit 10.1
AMENDMENT TO SEPARATION AGREEMENT
Amendment to Separation Agreement made as of November 25, 1997 by and
between NORTON XXXXXXXXXX OF XXXXXX, INC., a New York corporation (the
"Company"), and NORTON XXXXXXXX ("Xxxxxxxx").
W I T N E S S E T H
WHEREAS, Xxxxxxxx and the Company are parties to the Separation
Agreement dated as of May 3, 1997 (the "Separation Agreement"), all capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Separation Agreement; and
WHEREAS, the parties have agreed to amend the Separation Agreement on
the terms and conditions set forth herein and to provide for certain other
matters.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The first sentence of Section 7 of the Separation Agreement is
hereby amended to read in its entirety as follows:
"From the date hereof until September 30, 1998, (i) the Company
shall provide Xxxxxxxx with the use of the automobile currently
being used by Xxxxxxxx and Xxxxxxxx shall promptly pay the Company
one-half (1/2) of the monthly lease payments in respect of such
automobile upon the presentation of an invoice from the Company and
(ii) from and after January 1, 1998, Xxxxxxxx shall pay the costs of
operating and maintaining such automobile and the costs of any car
phone used in such automobile. From July 2, 1998 through September
30, 1998 Xxxxxxxx shall pay the costs of insuring such automobile."
2. In consideration of the agreements and covenants set forth in this
Amendment, and set forth in the Separation Agreement (including the Enhanced
Separation Payment), Xxxxxxxx for himself and his heirs, administrators,
successors and assigns, on the one hand, and the Company, the Parent and each of
the Releasees, on the other hand, hereby reaffirm the provisions of Section 11
of the Separation Agreement as set forth in their entirety, provided that each
of the foregoing persons hereby agrees that (i) the references to "the date of
this Agreement" in Sections 11.2 and 11.5 of the Separation Agreement shall be
replaced with "November 25, 1997" and (ii) the exception set forth in Sections
11.2 and 11.5 shall be amended to add a new clause as follows:
"and (iii) any liability arising out of the Amendment to the
Separation Agreement, dated as of November 17, 1997."
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Exhibit 10.1
3. Section 13 of the Separation Agreement is hereby amended (i) to
delete Clause (a) of such Section in its entirety and (ii) to replace the
reference in such Section to "for a period of eighteen (18) months commencing on
the Termination Date" with the phrase "until May 31, 1999."
4. Except as amended hereby, the parties hereto reaffirm the terms
and conditions of the Separation Agreement in their entirety, which terms and
conditions shall remain in full force and effect.
5. Effective as of the date hereof, Xxxxxxxx hereby resigns his
positions as the Vice Chairman of the Board of Norton XxXxxxxxxx, Inc., a
Delaware corporation ("Norton"), and of each of its subsidiaries, and resigns
his positions as a director of Norton and of each of its subsidiaries.
6. Xxxxxxxx hereby agrees that the following options to purchase
shares of common stock, $.01 par value the ("Common Stock"), of Norton granted
to him under the Norton 1994 Stock Option Plan, are hereby terminated and
cancelled, and shall be of no further force or effect:
(i) options to purchase 25,000 shares of Common Stock granted
to Xxxxxxxx on January 19, 1996; and
(ii) options to purchase 15,000 shares of Common Stock granted
to Xxxxxxxx on August 5, 1996.
Xxxxxxxx hereby agrees promptly to deliver to Norton for cancellation all stock
option certificates representing the foregoing options, and hereby agrees that
all such stock option certificates are hereby terminated and shall be of no
further force or effect.
7. This Amendment shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of New
York applicable to contracts to be performed entirely within such State. This
Amendment may be executed in counterparts (including by fax), each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
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Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
/s/ Norton Xxxxxxxx
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Norton Xxxxxxxx
NORTON XXXXXXXXXX OF XXXXXX, INC.
/s/ Xxxxx Xxxxxxxxx
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Title: President
