EXHIBIT 10.01(b)
AMENDMENT TO
EMPLOYMENT AGREEMENT
AMENDMENT, DATED AS OF JANUARY 29, 1997, TO THE EMPLOYMENT AGREEMENT, DATED
AS OF JULY 18, 1991, AND AS AMENDED AND RESTATED IN FULL AS OF DECEMBER 30, 1994
(AS SO AMENDED AND RESTATED, THE "AGREEMENT"), BY AND BETWEEN AMBAC INC., A
DELAWARE CORPORATION (THE "COMPANY"), AND XXXXXXX X. XXXXXXXX (THE "EXECUTIVE").
WHEREAS, the Company and the Executive entered into the original version of
the Agreement as of July 18, 1991, in order to provide for the Executive to be
employed by the Company as its Chairman and Chief Executive Officer upon the
terms and conditions set forth in such original version, the Executive's
responsibilities subsequently having been enlarged to include President of the
Company; and
WHEREAS, the Company and the Executive agreed to certain amendments to the
original version of the Agreement and entered into the amended and restated
version of the Agreement as of December 30, 1994; and
WHEREAS, the Company and the Executive now wish to amend the Agreement in
the manner set forth herein, such amendments having been approved by the
Compensation and Organization Committee of the Company's Board of Directors;
NOW, THEREFORE, in consideration of the foregoing premises and of the
covenants and agreements herein contained, the parties hereto agree as follows
(all capitalized terms used herein without definition having the meanings
ascribed thereto in the Agreement):
1. DEFINITION OF CHANGE IN CONTROL. SECTION 10(C) OF THE AGREEMENT IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
"For purposes of this Agreement, a "Change in Control" shall be deemed
to occur on the date on which one of the following events occurs:
(i) the acquisition by any Person of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended) of 20% or more of the common stock of the Company, par
value $0.01 per share (the "COMMON STOCK"), THEN OUTSTANDING, BUT SHALL NOT
INCLUDE ANY SUCH ACQUISITION BY:
(A) the Company;
(B) any Subsidiary of the Company;
(C) any employee benefit plan of the Company or of any
Subsidiary of the Company;
(D) any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan;
(E) any Person who as of January 31, 1996 was the beneficial
owner of 15% or more of the shares of Common Stock
outstanding on such date unless and until such Person,
together with all affiliates and associates of such Person,
becomes the beneficial owner of 25% or more of the shares
of Common Stock then outstanding whereupon a Change in
Control shall be deemed to have occurred; or
(F) any Person who becomes the Beneficial Owner of 20% or more,
or, with respect to a Person described in clause (E) above,
25% or more, of the shares of Common Stock then outstanding
as a result of a reduction in the number of shares of
Common Stock outstanding due to the repurchase of shares of
Common Stock by the Company unless and until such Person,
after becoming aware that such Person has become the
beneficial owner of 20% or more, or 25% or more, as the
case may be, of the then outstanding shares of Common
Stock, acquires beneficial ownership of additional shares
of Common Stock representing 1% or more of the shares of
Common Stock then outstanding, whereupon a Change in
Control shall be deemed to have occurred; or
(ii) individuals who, as of January 29, 1997, constitute the
Board, and subsequently elected members of the Board whose election is
approved or recommended by at least a majority of such current members or
their successors whose election was so approved or recommended (other than
any subsequently elected members whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board),
cease for any reason to constitute at least a majority of such Board. As
used herein, "Person" means any individual, firm, corporation, partnership
or other entity, and "Subsidiary" means (i) a corporation or other entity
with respect to which the Company, directly or indirectly, has the power,
whether through the ownership of voting securities, by contract or
otherwise, to elect at least a majority of the members of such
corporation's board of directors or analogous governing body, or (ii) any
other corporation or other entity in which the Company, directly or
indirectly, has an equity or similar interest and which the Committee
designates as a Subsidiary for purposes of this Agreement."
2. AGREEMENT REMAINS IN FORCE. Except as modified by this Amendment,
the Agreement remains in full force and effect in accordance with the terms
thereof.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as
of the day and year first written above.
AMBAC INC.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President, General Counsel
and Secretary
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
00 Xxxxxx Xxxxx - 00X
Xxx Xxxx, XX 00000
