October 16, 1997
Xx. Xxxxxxx X. Xxxxxxxxx
President
XXXXX COMPANY
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx Xxxx, XX 00000
Dear Rich:
In connection with the proposed acquisition of or merger with Monsey
Products Company ("Monsey Bakor"), this letter will amend the Employment and
Incentive Agreement of September 30, 1992 (the "1992 Agreement") between Xxxxx
Company, a California corporation ("Xxxxx"), Xxxxx XX, a California corporation
("Xxxxx XX") and Warner Development Company of Texas, a Texas corporation
("WDC") (collectively, Xxxxx, Xxxxx XX and WDC shall be referred to hereinafter
as the "Companies") and Xxxxxxx X. Xxxxxxxxx ("Executive"), as follows:
In consideration of the mutual covenants and promises contained herein, we
agree to amend the following provisions of the 1992 Agreement:
1. The Participation Award percentage is hereby amended from 20% in paragraphs
5.E(b) and 6.C(d) and 18% going to 20% in 1998 in paragraph 6.C(a) to:
(A) 10% of any sale or valuation of all or part of the Industrial Group
plus
(B) 4% for any sale or valuation of all or part of the Wine Group.
2. Executive to receive a $100,000 bonus at closing.
3. No Participation Award or adjustment in the Participation Award formula is
to be made in connection with the retirement of debt or purchase or sale of
stock by Companies or a distribution to shareholders of Companies at the
closing of the Monsey Bakor transaction.
This amendment will take full force and effect at the closing time of the
acquisition or merger. If the acquisition or merger does not take place, the
amendments are not agreed to.
If the foregoing amendments to the 1992 Agreement in the event of the
acquisition of or merger with Monsey Bakor are acceptable to you, please execute
this letter, and this letter agreement will be binding upon each of us.
Very truly yours,
XXXXX COMPANY
/s/ Warner X. Xxxxx
----------------------------
By: Warner X. Xxxxx
----------------------------
Title: Chairman, CEO
-------------------------
THE ABOVE IS ACCEPTED
AND AGREED TO:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Date: October 17, 1997
