September 29, 1997
Xxxxxxx X. Xxxxxxxx
Management Practice, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Consulting Agreement
Dear Xxxx:
This will confirm our agreement to amend the terms of the
Consulting Agreement dated as of January 1, 1995 between
Xxxxx Corning(the "Company") and you(the "Consulting
Agreement"), to reflect your election as Acting General
Counsel and Secretary of the Company. The numbered
paragraphs below correspond to numbered paragraphs in the
Consulting Agreement.
1. Scope of Consultation. From September 15, 1997 through
the earlier of March 31, 1998 and the hiring by the Company
of a Senior Vice President, General Counsel and Secretary,
you will act as General Counsel and Secretary for the
Company, devoting your full time efforts to such duties. At
the end of your tenure as Acting General Counsel and
Secretary, the original scope of consultation will resume.
2. Term of Agreement. The term shall be extended for an
additional one year period at the end of each year through
1999, rather than 1998, unless mutually agreed by you and
the Corporation.
3. Compensation. The Company shall pay you, in lieu
of the amounts listed in the Consulting Agreement,
$29,166.67 per month from September 15, 1997 until
termination of your duties as Acting General
Counsel and Secretary, at which time the compensation
listed in the Consulting Agreement will resume. In
addition, at the termination of your duties as
Acting General Counsel and Secretary, you will be
eligible for a cash bonus, in the discretion of the
Chairman of the Board and Chief Executive Officer.
4. Expenses. In addition to the expenses reimbursable
under the Consulting Agreement, you will be
reimbursed for reasonable temporary living expenses
in Toledo, Ohio during your tenure as Acting
General Counsel and Secretary.
All other terms and conditions of the Consulting Agreement
will remain in effect.
If the foregoing is in accordance with your understanding,
please sign the enclosed copy of this letter in the space
provided below, at which point the Consulting Agreement will
be amended in accordance with this letter.
Very truly yours,
/s/ Xxxx X. Xxxxx
================
Xxxx X. Xxxxx
Chairman of the Board
and Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxxx X. Xxxxxxxx
=======================
Xxxxxxx X. Xxxxxxxx
11/13/97
