Exhibit 10.1
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED AGREEMENT
SECOND AMENDMENT entered into on November 30, 1995 and effective as of
January 1, 1993 to FOURTH AMENDED AND RESTATED AGREEMENT made and entered into
as of January 1, 1993, as amended by a FIRST AMENDMENT effective as of
January 1, 1993, by and between XXXXXXX COMPUTER SERVICES, INC., a Delaware
corporation (hereinafter referred to as the "Company"), and XXXXXXXX XXXXXXXXX
of Mettawa, Illinois (hereinafter referred to as "Dimitriou").
RECITALS
The Company and Dimitriou have previously entered into a Fourth Amended and
Restated Agreement dated as of January 1, 1993, as amended by a First Amendment
effective as of January 1, 1993 (the "Agreement"), pursuant to which Dimitriou
has been serving the Company as its Chairman of the Board and a consultant.
Through inadvertence and oversight, the provisions of Section F.3 did not
accurately reflect the understanding of the parties when the Fourth Amended and
Restated Agreement was signed. Instead of referring to Dimitriou's 72nd
birthday (as is the case in Section C.1 (i)), Section F.3 refers to Dimitriou's
70th birthday, notwithstanding the intent to refer therein to his 72nd birthday
(such intent being clearly expressed in the fourth sentence of Section F.3).
The Company and Dimitriou now wish to enter into this Amendment so that the
Agreement will properly and accurately reflect their understanding.
AGREEMENT
The foregoing, the Company and Dimitriou hereby amend Section F.3 of the
Agreement so that each of the references to "70th" in Section F.3 shall be
changed to "72nd".
The Company and Dimitriou hereby acknowledge and agree that, in all other
respects, the Agreement shall remain in full force and effect in accordance
with its terms.
In Witness Whereof, the Company has caused this Amendment to be executed on its
behalf by the Chairman of the Compensation Committee of its Board of Directors
and Dimitriou has executed this Agreement, all on the day and year first above
written.
XXXXXXX COMPUTER SERVICES, INC.
ATTEST
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ F. F. Canning
--------------------------- -----------------------------------
Its Secretary Chairman of the Compensation Committee
of the Board of Directors
