Exhibit 10(l)
July 9, 1997
Xx. Xxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000
Dear Xx. Xxxxx:
The purpose of this letter is to confirm that your employment agreement with Portec, Inc. (the "Company"), in
letter form and dated November 10, 1989, as heretofore amended (the "Agreement"), is hereby amended as follows:
1. All provisions in the Agreement (including Schedule A thereto) referring or relating to your positions with the
Company are changed to refer or relate to your present positions as Vice President, Secretary, Treasurer and Controller of the
Company (in place of the positions which you held on November 10, 1989 when the Agreement was entered into or any other positions
no longer held which you may have held prior to the date of this amendment).
2. Section 1(e) of the Agreement is amended to permit you to also terminate your employment under that Section due
to any breach by the Company which will occur in the event that your work location is relocated beyond a five mile radius from the
current Lake Forest, Illinois address of the Company, or in the event that your total remuneration level is reduced from its
current level, in either case without your written consent.
3. Section 2(a)(ii) of the Agreement is amended so that "20.0%" in each place is appears in the original version of
the text of that Section is changed to "27.0%" as applicable to the acquisition of voting securities of the Corporation by Xxxxxx
Xxxxx & Company, Fried Foundation and/or Xxxxxx Xxxxx, Jr.
4. Section 5 of the Agreement is amended to read in its entirety as follows:
"In the event of a termination of your employment which constitutes a Covered Termination, you, by giving written
notice of termination, may elect to receive a lump sum cash settlement of all cash payments due you pursuant to this Agreement on
account of the termination, without any discount ("present value" or otherwise) or reduction from the total due, but subject to
any withholding on account of federal and state taxes legally required to be withheld from such payment by the Company."
5. Section 6(f) of the Agreement is amended to change the reference therein from "The Continental Illinois National
Bank and Trust Company of Chicago" to "American National Bank and Trust Company of Chicago".
If this letter correctly sets forth our agreement to amend the Agreement, kindly sign the original and the
enclosed copy of this letter at the place provided below and return the enclosed copy so signed, retaining the original for
yourself, and the original and the copy will then constitute executed counterparts of this our amendment of the Agreement.
Sincerely,
PORTEC, INC.
By:
Xxxxxx Xxxxx, Jr.
Chairman
Agreed to and accepted:
Xxxxx X Xxxxx
