AMENDMENT, dated, December 29, 1997, to Employment Agreement (the
"Employment Agreement"), dated as of February 15, 1996, between Xxxx X.
Xxxxxxxxx (the "Executive") and Reliance Group Holdings, Inc., a Delaware
corporation (the "Company").
1. Effective December 10, 1997, the Company adopted a Key Employee Stock
Option Plan (the "KEYSOP(TM)", such term to include any similar
compensation replacement plan hereafter adopted by the Company), in
order to establish a compensation replacement program designed to
provide key executives with the opportunity to maximize financial
security while minimizing tax consequences. If the Executive elects to
participate in KEYSOP(TM) then certain of the provisions of the
Employment Agreement are affected, in some cases adversely to the
Executive and in other cases adversely to the Company. Accordingly, the
Company and the Executive wish to amend the Employment Agreement so
that participation by the Executive in the KEYSOP(TM) is deemed not to
affect the Employment Agreement.
2. The Company and the Executive agree that, notwithstanding the effects
of the KEYSOP(TM) on the Executive's compensation:
(a) amounts of bonus compensation replaced in any year shall be deemed
to be a part of Executive's bonus for purposes of Sections 3(b),
4(c), 5(b)(i), 5(b)(ii) and 5(b)(iii) of the Employment Agreement
and a part of the Executive's W-2 income for purposes of Section
3(e) of the Employment Agreement; and
(b) amounts of compensation received by the Executive pursuant to his
exercise of any options issued the Executive under the KEYSOP(TM)
(or equivalent compensation received under the KEYSOP(TM)) shall
not be deemed a part of the Executive's bonus for purposes of
Sections 3(b), 4(c), 5(b)(i), 5(b)(ii) and 5(b)(iii) of the
Employment Agreement or a part of the Executive's W-2 income for
purposes of Section 3(e) of the Employment Agreement.
3. In all other respects the Employment Agreement shall remain in full force
and effect.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused the Amendment to be executed by
its duly authorized representative and the Executive has executed the
Agreement, in each case, as of the day and year first above written.
RELIANCE GROUP HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Schedule to Exhibit 10.2
Each of Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxx X.
Xxxxxxxxx entered into an Amendment to their respective Employment Agreements
with Reliance Group Holdings, Inc. which is identical to Exhibit 10.2 hereto in
all material respects.
