EXHIBIT 10.17(b)
FIRST AMENDMENT made as of the 1st day of September, 1999 to the
Restated Employment Agreement dated as of June 17, 1998 by and between U.S.
Industries, Inc., a Delaware Corporation, with its principal office at 000 Xxxx
Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company") and Xxxxxxx X. Xxxxxx
residing at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("executive").
WITNESSETH:
WHEREAS, the Company and Executive have previously entered into the
Restated Employment Agreement; and
WHEREAS, the Company and Executive desire to amend the Restated
Employment Agreement effective September 1, 1999 (the "Effective Date").
NOW, THEREFORE, effective on the Effective Date the parties hereto
agree as follows:
1. Section 4(a) of the Restated Employment Agreement is hereby amended
by the addition of the words "(the "Target Bonus")" at the end of the first
sentence thereof.
2. The Restated Employment Agreement is amended by the deletion of
Section 7(c)(iii) in its entirety and the substitution of the following in lieu
thereof:
"After a Change in Control, or prior to a Change in Control
without providing a relocation program at least as favorable
as the Relocation Program set forth in Exhibit 1 hereof, a
relocation of USI's principal executive offices to a location
more than both thirty-five (35) miles from Iselin, New Jersey
and thirty-five (35) miles from Executive's residence of the
time of the relocation, or a relocation of Executive to a
location more than thirty-five (35) miles from USI's then
principal executive offices."
3. The Restated Employment Agreement is amended by the deletion of
Section 8(c)(A)(ii) in its entirety and the substitution of the following
language in lieu thereof:
"(ii) prior to a Change in Control, two (2) times the highest
annual bonus paid or payable to Executive for any of the two
(2) previous completed fiscal years by USI and its
predecessors or, on or after a Change in Control, two (2)
times the Target Bonus,"
4. The Restated Employment Agreement is amended by the addition of
Exhibit 1 annexed hereto.
5. The Restated Employment Agreement, as amended herein, shall remain
in full force and effect.
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IN WITNESS WHEREOF, USI has caused this amendment to be
executed by its duly authorized officer and the Executive has hereunto set her
hand as of the date first above written.
U.S. INDUSTRIES, INC.
By: /S/XXXXXX XXXXXXX
--------------------
Xxxxxx XxxXxxx
/S/ XXXXXXX X. XXXXXX
----------------------
Xxxxxxx X. Xxxxxx
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EXHIBIT 1
RELOCATION PROGRAM
This document describes the Executive relocation/reimbursement program (the
"Relocation Program") available to Executive.
I. The Executive will be reimbursed by the Company for the actual costs
associated with the sale of Executive's principal home ("Former Home"),
as follows:
A. Generally:
(1) Packing, shipping, moving, unpacking and insuring
household goods and common personal possessions
(carrier is typically prohibited from delivering
perishables, frozen foods, plants or shrubbery,
combustible items and paint, or articles of
extraordinary value such as jewelry, precious stones,
stamp collections, xxxxx, stocks, etc.).
(2) Reasonable (at least three roundtrips with Executive
and one dependent) pre-move travel, meals, etc. for
house hunting.
(3) Selling expenses on Executive's Former Home as follows:
- Reasonable attorney's fees
- Transfer tax
- Real estate commission, up to a maximum total
of 6% of the gross sales price.
(4) Disconnecting and connecting normal appliances at
origin and destination (not including installation or
overhauling of equipment).
B. The Company will pay for moving the following:
(1) Automobiles (maximum two), registered in Executive's
(or spouse's) name.
(2) One boat or trailer, registered in Executive's (or
spouse's) name.
C. The Company will not pay for moving firewood, building
materials, exclusive use of van, household cleaning and maid
service, assembly or disassembly of portable swimming pools or
items of a similar nature.
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D. The Company will reimburse Executive for the following
incidental expenses reasonably incurred in connection with
Executive's relocation:
(1) Travel expenses, including meals and lodging incurred
by Executive and dependents while traveling from
Former Home to Executive's new location via personal
car or common carrier, economy class.
(2) Meals and lodging expenses temporarily incurred by
Executive and dependents, if any, until Executive
obtains permanent living quarters. Such reimbursement
shall not exceed such costs for two weeks or until
two days following delivery of Executive's personal
or household goods, whichever first occurs.
Extensions may be granted at the Company's discretion
as a result of extenuating circumstances.
E. The Company will reimburse Executive for the following
expenses in connection with purchasing a principal house/home
within a reasonable proximity to the new Company's
headquarters' location within twelve (12) months of the
relocation of Executive:
(1) Reasonable attorney's fees;
(2) Title search and any other filing fees;
(3) Building and termite inspection;
(4) Mortgage application, placement fee and points (up to
a maximum payment of the lesser of 1 1/2 points or
$6,000 for points).
F. The Company will make a payment to Executive equal to one
month's Base Salary to cover other incidental expenses
relating to moving. Executive is not required to submit a
claim for this payment. This payment will be made within
thirty (30) days of Executive's actual physical permanent
relocation, upon notice from Executive confirming the move.
II. Tax Issues
Federal Income Tax law generally requires the Company to file
forms with the Internal Revenue Service ("IRS") indicating the
amount of moving and relocation expenses paid to Executive or
to others on behalf of Executive. Such amounts may include,
for example, the cost of moving household goods and real
estate commissions which are paid directly by the Company to
outside companies. The total of the amounts will generally be
reported to the IRS on Form W-2, a copy of which will be sent
to Executive.
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The Company shall advise Executive of the details of
the moving expenses and reimbursements and will provide the
information to Executive in accordance with applicable IRS
Forms or Notices or, if no IRS Form or Notice is required, in
a format selected by the Company.
Executive generally will be required to include in taxable
income the amounts shown on Form W-2 and will be permitted to
claim certain moving expense deductions for amounts paid
directly by the Executive and not reimbursed by the Company by
filing Form 3903 - Moving Expense Adjustment, or other
applicable IRS forms. The Company will reimburse Executive for
additional federal taxes incurred as a result of reporting
income in excess of allowable deductions resulting from the
relocation other than that resulting from a termination by the
Executive without Good Reason or by the Company for Cause (the
"Excess Amount"). However, the income provided pursuant to
Section I.F. will be subtracted from the Excess Amount prior
to calculating the additional federal tax "gross-up". The
Company will also reimburse Executive for additional state and
other payroll taxes, if any, incurred as a result of paying
for expenses referred to above, subject to the same
limitations.
The Company is also required to withhold federal income taxes
from that portion of Executive's reimbursement which are
included in income and non-deductible. The amount of such
taxes withheld will be reimbursed to Executive.
Because the tax reimbursement(s) will also be taxable income
to Executive in the year received, the reimbursement(s) will
be "grossed-up" so that the amount received will substantially
equal the balance of the tax, as well as the tax on the
reimbursement, at Executive's marginal rate of federal tax
and, if applicable, any state tax and payroll taxes.
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