EXHIBIT 10.3
AMENDMENT
This Amendment to Employment Security Agreement (this "Amendment") dated
as of September 30, 1998 is by and between BINKS XXXXX CORPORATION (the
"Company") and Xxxxxxx X. Xxxxxxxx (the "Employee").
WHEREAS, the Company and the Employee entered into that certain
Employment Security Agreement dated July 2, 1996 (the "Employment Security
Agreement") providing for certain payments and benefits to the Employee by
the Company in the event of a Change of Control (as defined in the Employment
Security Agreement); and
WHEREAS, the Company and the Employee desire to amend the Employment
Security Agreement as more specifically set forth hereinafter;
NOW, THEREFORE, in consideration of the agreement hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Section 3 of the Employment Security Agreement is hereby amended
by adding the following:
(d) All amounts and benefits provided in Sections 3(a) and 3(b)
hereof will be paid or provided automatically by the Company in the event of a
"Corporate Transaction" as defined below. In such event, references to your
termination of employment in Section 3(a) and 3(b) hereof shall be deemed to
refer to such Corporate Transaction, and the amount payable pursuant to Section
3(a) shall be paid upon the occurrence of the Corporate Transaction. For
purposes hereof, "Corporate Transaction" means (i) a change of control occurring
after September 1, 1998, (ii) individuals who, as of August 1, 1998, constituted
the Board of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors of the
Company, provided that an individual whose election or nomination for election
by the Company's stockholders was approved by at least a majority of the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company) shall
be deemed to be a member of the Incumbent Board, or (iii) approval by the
stockholders of the Company (or the occurrence without the approval of the
stockholders of the Company) of any one or more of the following (X) a merger,
reorganization or consolidation of or by the Company, (Y) a liquidation or
dissolution of the Company or (Z) the sale or other disposition of 50% or more
of the assets of Binks Xxxxx France SA in one transaction or a series of related
transactions.
2. This Amendment shall be effective as of the day hereof.
3. Except as expressly amended hereby, the Employment Security
Agreement shall continue in full force and effect.
BINKS XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx
Its Chairman and Chief Executive Officer
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