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EXHIBIT 10.32 (b)
January 12, 2001
VIA HAND DELIVERY
Xx. Xxxxx X. Xxxxxxx, Xx.
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xxxxx:
We refer to that certain employment agreement entered into by and
between you and us, dated as of June 3, 1993 (the "Agreement"). All initially
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Agreement.
As you know, the term of your employment terminated according to its
terms on December 31, 2000 (the "Termination Date"). In connection therewith,
there had been some question regarding the application of the provisions of
Section 4(e) on and after the Termination Date. This letter shall serve to
confirm our mutual understanding and interpretation of the effect and
application of said section.
Section 4(e) provides, in relevant part, that we shall purchase and pay
all premiums on life insurance policies providing for coverage, cash value
accretion and other terms commensurate with your position with us and that this
obligation shall survive termination of the Agreement. As you know, the policies
described on the attached Exhibit A are in force and premiums therefor have been
paid through the dates specified in such exhibit.
We believe, and it is our understanding that you concur, that the
application of Section 4(e) presents certain ambiguities. Therefore, you and we
have agreed, in effect, to amend the Agreement to provide that by paying
premiums through the Termination Date for the policies described on Exhibit A we
have complied fully with all our obligations under the Agreement relating to the
payment of premiums for life insurance policies, including the provisions of
Section 4(e). Finally, you and we agree to execute and deliver any further
documentation necessary to carry out the terms of this letter as may be
requested by our counsel.
If the foregoing accurately sets forth our mutual understanding with
respect to the matters set forth herein, kindly countersign the enclosed
duplicate original of this letter in the space provided and return it to me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chairman and CEO
The foregoing is hereby accepted and agreed to
this 12 day of January, 2001
/s/ Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxxx, Xx.
