SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
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Second Amendment, dated December 20, 2001 (the "Amendment"), by and
between Xxxxxx Group Inc., a Delaware corporation (the "Company"), and Xxx X.
Xxxxxx (the "Executive").
WHEREAS, the Company and the Executive have previously entered into an
Employment Agreement, dated October 8, 1998, as amended by the First Amendment
dated March 22, 2001 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements made herein, the Company and the Executive hereby agree as follows:
1. The first sentence of Section 2 of the Employment Agreement is
hereby amended and restated to read as follows:
"The Executive's employment under this Agreement shall have a term
commencing on January 1, 1999 and ending on June 30, 2002 (the "Employment
Term"), unless sooner terminated in accordance with the provisions of Section 4
(the "Employment Period")."
2. Section 4 (a) of the Employment Agreement is hereby amended and
restated to read as follows:
"(a) The Company may, with or without prior notice, terminate the
Employment Period with or without Cause, or upon Executive's Disability.
Executive may terminate the Employment Period only for Good Reason. This
Agreement shall automatically terminate upon the Executive's death. The
Employment Period shall also terminate upon expiration of the Employment Term.
Except as provided in Sections 4(b), 4(c), 4(d) and 4(k), in the event that the
Employment Period is terminated, the Executive's rights and the obligations of
the Company hereunder shall cease as of the effective date of such termination;
provided, however, that the Executive shall be entitled to receive any accrued
but unpaid Base Salary, any earned or deferred but unpaid Bonus Awards and any
amount accrued under Company benefit plans as provided pursuant to the terms of
such plans (the "Accrued Obligations").
3. Section 4 of the Employment Agreement is hereby amended by adding a
new subsection 4(k) thereto as follows:
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"(k) In the event that the Employment Period terminates prior to the
end of a fiscal year due to the expiration of the Employment Term, the Executive
shall be entitled to receive, in addition to the Accrued Obligations, a payment
equal to (i) the Minimum Bonus Award multiplied by a fraction, the numerator of
which shall be the number of days elapsed in the fiscal year to the date of such
termination and the denominator of which shall be 365, and (ii) the Bonus
Formula calculated as if the fiscal year of the Company ended on the date of
such termination."
4. Capitalized terms used herein and not otherwise defined shall have
the same meanings given them in the Employment Agreement.
5. Except as expressly modified herein, the Employment Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
XXXXXX GROUP INC.
By: /s/Xxxx X. Xxxxxx
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Title: Chief Operating Officer
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/s/ Xxx X. Xxxxxx
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XXX X. XXXXXX
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