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EXHIBIT 10.29
THIRD AMENDMENT TO EMPLOYMENT
AND CONSULTING AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AND CONSULTING AGREEMENT
(this "Amendment") is made as of August 22, 1995, by and among XXXXX
CORPORATION, a Michigan corporation (the "Corporation"), XXXXXXX
X. XXXXX ("Employee"), and XXXXXXXX X. XXXXX ("Xxx. Xxxxx").
RECITALS:
A. Employee is Chairman and Chief Executive Officer of the
Corporation.
B. The Corporation and Employee entered into an Employment
and Consulting Agreement dated as of November 4, 1985, as amended
by a First Amendment to Employment and Consulting Agreement dated
as of April 1, 1986, and by an Amendment to Consulting Agreement
dated as of August 31, 1994 (such Employment and Consulting
Agreement, as amended, being referred to herein as the
"Agreement"), pursuant to which Employee is and has been employed
by the Corporation.
C. Section 2 of the Agreement provides that Employee is to
receive from the Corporation an annual bonus award during the
Active Employment Period (as that term is defined in the
Agreement).
D. Employee's Active Employment Period shall terminate
upon the date of the closing (the "Closing Date") of the merger
of ADP Mergerco, Inc., a Michigan corporation, with and into the
Corporation (the "Merger"), which Closing Date shall occur during
the Corporation's 1996 fiscal year.
E. Section 3 of the Agreement provides for Employee's
retention as a consultant to the Corporation for a period of five
years (the "Consulting Period") upon termination of Employee's
Active Employment Period.
F. Employee estimates that the present value of the sum of
(i) all compensation and benefits to be paid to him under
Sections 3 and 5 of the Agreement and (ii) the bonus award, if
any, payable to Employee in respect of the period from September
1, 1995 through the Closing Date under Sections 2 and 5 of the
Agreement, will be approximately $1,475,000 on the Closing Date.
G. The Corporation and Employee wish to amend the
Agreement to provide for the acceleration of certain payments to
be made by the Corporation to Employee under the Agreement and to
amend certain other provisions contained in the Agreement.
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NOW, THEREFORE, the parties hereto agree as follows:
1. Acceleration of Payments. In full and complete
satisfaction of (i) the Corporation's obligations to pay and
provide compensation and benefits to Employee under Sections 3
and 5 of the Agreement and (ii) the Corporation's obligation, if
any, to pay a bonus award to Employee in respect of the period
from September 1, 1995 through the Closing Date under Sections 2
and 5 of the Agreement, the Corporation agrees to pay Employee
the sum of $1,475,000 on the Closing Date.
2. Termination of Active Employment Period; 1995 Bonus.
Notwithstanding anything to the contrary contained in Section 6
of the Agreement, Employee's Active Employment Period shall
terminate, and Employee's Consulting Period shall commence, on
the Closing Date. During the period from September 1, 1995 until
the Closing Date, Employee's base salary (as defined in the
Agreement) shall continue to be paid at the base salary rate paid
during the 1995 fiscal year. Any bonus due to Employee for
employment during the period of September 1, 1994 through August
31, 1995 shall be calculated based on the Corporation's net
income, as determined in accordance with generally accepted
accounting principles consistently applied (which determination
shall take into account all expenses incurred by the Corporation
in connection with the Merger and in connection with the
consideration of any other business combination).
3. Permanent Waiver of Foregone Compensation. Employee
hereby permanently and irrevocably waives any rights he may have
in respect of any amounts of compensation heretofore voluntarily
deferred by him, including, without limitation, all amounts of
compensation deferred pursuant to his July 26, 1988 letter to the
Compensation Committee and his July 20, 1992 letter to Xxxxx
Xxxxxxx.
4. Effect on Agreement. Except to the extent specifically
modified herein, the Agreement shall remain binding on the
Corporation and Employee and shall remain in full force and
effect.
5. Consent of Mrs. Sandy. Mrs. Sandy consents to the
actions taken by this Amendment, including specifically the
amendment of any right to health care benefits given to her under
the Agreement.
6. Counterparts. This Amendment may be executed in
several counterparts, each of which shall be an original, but all
of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment
on the date first written above.
XXXXX CORPORATION
By: Xxxxxxx X. Xxxxxxxxxx
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President
Its:
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Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
Xxxxxxxx X. Xxxxx
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XXXXXXXX X. XXXXX
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