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EXHIBIT 10c
AMENDMENT TO EMPLOYMENT AGREEMENT
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This AMENDMENT (this "Amendment"), entered into this 28th day of
_______, 1991 by BRUSH XXXXXXX INC., an Ohio corporation (the "Company"), and
______________ (the "Executive").
WITNESSETH
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WHEREAS:
A. On February 20, 1989, the Company and the Executive entered into
an employment agreement (the "Employment Agreement") ; and
B. The Company and the Executive desire to amend the Employment
Agreement as provided herein.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Section VIII of the Employment Agreement (entitled MITIGATION),
is, as of the date hereof, stricken in its entirety and replaced with the
following:
"VIII. Mitigation
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If the Executive's employment by the Company is terminated
during the Window Period pursuant to Section VII(A), the Company shall
acknowledge by written notice to the Executive that the Executive
offered to continue employment with the Company in accordance with the
terms of this Agreement but that such offer was rejected. Thereafter,
the Executive shall, for a period of two years (or, if less, for the
remainder of the Window Period), use reasonable efforts to mitigate
damages by seeking other employment; provided, however, that the
Executive shall not
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be required to accept a position (i) of less importance or of a
substantially different character than the position he held
immediately prior to the date of such termination, (ii) that would
call upon him to engage in any Competitive Activity, or (iii) other
than in a location within 50 miles of his principal residence
immediately prior to the date of such termination. The Executive shall
pay over to the Company 50% of all employment income earned and
received by him from other employers pursuant to the foregoing during
such two year (or lesser) period (up to the amount received by him
from the Company pursuant to Section VII(A)), and any employee
benefits received from such other employers during such period shall
reduce pro tanto the Company's obligation to furnish benefits or
perquisites pursuant to Section VII(E)."
2. Except as specifically provided herein, the Employment Agreement
shall remain in full force and effect in accordance with its terms.
3. The Company shall forthwith furnish a copy of this Amendment to
Ameritrust Company N.A., a national banking association, as Trustee of the
Brush Xxxxxxx Inc. - Trust pursuant to Section 9(a) of the Trust Agreement made
the 20th day of February, 1989 by and between the Company and Ameritrust
Company N.A. as Trustee.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered on the date set forth above.
BRUSH XXXXXXX INC.
By:
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Title: President
THE EXECUTIVE
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