Exhibit 10(u)
AMENDMENT TO
EMPLOYMENT AGREEMENT
OF
XXXXX X. XXXXXXXX
THIS AMENDMENT made and entered into as of this 2nd day of
February, 2001, by and between XXXXXX INTERNATIONAL, INC. (the
"Company") and XXXXX X. XXXXXXXX ("Executive");
WITNESSETH:
WHEREAS, the Company and Executive entered into an
Employment Agreement, dated as of April 18, 1999 ("Employment
Agreement"), which Agreement became effective on August 19,
1999; and
WHEREAS, the parties now desire to amend the Employment
Agreement in the manner hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the
Employment Agreement, the parties hereby agree to amend the
Employment Agreement as follows:
1.
Section 2 is hereby amended by deleting the present
section in its entirety and substituting the following in lieu
thereof:
"2. Employment and Term; Consulting Agreement
(a) Subject to the terms and conditions of this
Agreement, the Company hereby employs Executive and
Executive hereby accepts employment as President of the
Outdoor Products Group and shall have such
responsibilities, duties and authority that are consistent
with such position as may from time to time be assigned to
Executive by the Chief Executive Officer, provided,
however, that during the Term the Company may promote or
hire a replacement for Executive for purposes of providing
a transition of all or part of Executive's
responsibilities, duties and authority to such replacement
and such promotion or hiring and transition of duties and
responsibilities shall not constitute a breach of this
Agreement nor constitute a Good Reason for Executive to
terminate employment; provided further that the promotion
or hiring of a replacement shall not affect the Company's
obligations to provide Executive with the compensation and
benefits set forth in Section 3 below. Executive agrees
that during the Term of this Agreement he will devote
substantially all his working time, attention and energies
to the diligent performance of his duties and
responsibilities as President of the Outdoor Products
Group, including duties related to the transition of his
duties, responsibilities and authority to a replacement.
With the consent of the Chief Executive Officer, Executive
may serve as a director on the boards of directors or
trustees of additional companies and organizations.
(b) Unless earlier terminated as provided herein,
Executive's employment under this Agreement shall commence
at the Effective Time and shall end on August 19, 2002
(the "Term"), unless the Term is extended in accordance
with subsection (c) below (in which case such extended
period shall constitute the Term).
(c) Not less than ninety (90) days prior to the end
of the initial Term (and any 12-month extension of the
initial Term), the Company may offer to extend the Term
for an additional 12-month period on such terms and
conditions as may be specified in the offer (which may be
on the same terms and conditions as provided herein). If
Executive desires to accept such offer, he shall notify
the Company in writing within thirty (30) days of receipt
of the offer and the Agreement shall be extended on the
terms and conditions agreed upon.
(d) If Executive remains actively employed by the
Company until the end of the Term (whether such date is
August 19, 2002, or a later date at the end of any agreed
upon extension pursuant to Section 2(c) of this
Agreement), the Company shall provide Executive with a
consulting agreement ("Consulting Agreement") with the
following terms:
(i) The Consulting Agreement shall be for a
period of two (2) years commencing August 20, 2002
and ending August 20, 2004 (or beginning on his later
termination date resulting from any mutually agreed
upon extension(s) of the initial Term pursuant to
Section 2(c) of this Agreement and ending two (2)
years later). The period of the Consulting Agreement
may be terminated earlier by the Company in the event
of Executive's death, Disability, termination for
Cause (as defined in Section 6.2 below) or
Executive's voluntary termination of service.
(ii) Executive's title will be Chairman Emeritus
of the Outdoor Products Group (or such other title as
may be mutually agreed upon) and his duties will be
to continue to maintain relationships with major
customers, attend trade shows, consult on products
and services, and perform such other duties as may
reasonably be assigned to him by the Chief Executive
Officer. Executive will be an independent contractor
with respect to the Company and not an employee.
(iii) Executive will be paid an annual
retainer of $200,000 for his consulting services, for
which amount he will be available to perform services
up to ten (10) days per month. The Chief Executive
Officer (or his designee) and Executive will agree on
the days Executive will be performing services under
the Consulting Agreement. The Company may request
Executive to perform services for additional days per
month at the rate of $1,600 per day.
Executive will be paid his consulting fees monthly.
Executive will also be reimbursed for the reasonable
out-of-pocket expenses (including business travel and
entertainment) which he incurs in performing his
consulting services. Executive will be entitled to a
bonus of $50,000 per year for each Company fiscal
year which ends during the period of the Consulting
Agreement, if the Outdoor Products Group meets its
financial targets for such fiscal year (such
determination will be made by the Chief Executive
Officer).
(iv) Executive will be provided with health and
life insurance coverages (including Exec-U-Care)
under the Company's existing benefit programs for the
Outdoor Products Group, but if such coverages cannot
be continued, the Company will arrange for comparable
coverages at its expense. Executive will continue
to be responsible for paying the costs of any
dependent coverage.
(v) To assist in performing the consulting
services, Executive will be provided, at the
Company's expense, with an equipped office and his
current secretary/administrative assistant (or a
substitute acceptable to Executive). The
secretary/administrative assistant shall receive a
level of compensation and benefits comparable to that
being received by such assistant at the end of the
Term. Executive's office will be at a location
acceptable to Executive, but will not be in the
Portland headquarters building. Executive will also
be provided with an automobile (and related costs)
under terms similar to those the Company uses for
executives, and with reimbursement for membership
dues and assessments at a country club.
(e) If Executive remains actively employed by the
Company until the end of the Term (whether such date is
August 19, 2002, or a later date at the end of any agreed
upon extension pursuant to Section 2(c) of this
Agreement), Executive shall be entitled to the following
contractual rights and benefits (and, to the extent
necessary or desirable, the Company will amend the
agreements affecting such contractual rights or benefits):
(i) Executive's termination will be treated as a
resignation "at the request of his Employer" pursuant
to Section III(c) of the Executive Supplemental
Retirement Plan of Xxxxxx, Inc..
(ii) Executive's termination will be treated as
qualifying as "Retirement" for purposes of the
Nonqualified Stock Option Agreement (Time Option),
dated August 19, 1999, for 60,000 shares as well as
the Nonqualified Stock Option Agreement (Performance
Option), dated August 19, 1999 for 60,000 shares.
(iii) Executive's termination will be treated
as qualifying as "Retirement" for purposes of Article
IV of the Employee Stockholder Agreement, dated as of
August 19, 1999, and the other provisions of such
agreement.
2.
Section 6.7(i) is hereby amended by adding the following
to the end of the present section:
"provided, however, that it shall not constitute a Good
Reason for termination by Executive nor a breach of this
Agreement for the Company to promote or hire a replacement
for Executive during the Term for purposes of providing a
transition of all or part of Executive's duties and
responsibilities so long as the Company continues to
provide Executive with the compensation and benefits set
forth in Section 3."
3.
Section 6.7(vii) is hereby amended by adding the following
at the beginning of the present section:
"Except with respect to the promotion or hiring of a
replacement to perform Executive's duties and
responsibilities and the selection of such replacement,
and other actions or instructions related to the
transition of Executive's duties and responsibilities,"
4.
This Amendment shall be effective as of February 2, 2001.
Except as hereby modified, the Employment Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the day and year first written above.
XXXXXX INTERNATIONAL, INC.
By: __________________________________
EXECUTIVE
______________________________________
Xxxxx X. Xxxxxxxx
