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Exhibit 10-J(7)
2/12/96
Amendment No. 2, Dated February 12, 1996 to
Agreement Dated December 14, 1992 Between
Xxxx Corporation and Southwood X. Xxxxxxx
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WHEREAS, the parties have entered into an Agreement dated December 14,
1992 (the "Agreement"); and
WHEREAS, the parties have agreed to make an amendment to the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration from each party to the other,
it is hereby mutually agreed by the parties that, effective February 12, 1996:
1. The first two paragraphs of Section 2(a) are amended to read
in their entirety, as follows:
"(a) POSITION. It is contemplated that during the Change of
Control Period (as defined in Section 12(d), below), the
Executive will continue to serve as a principal officer of the
Corporation and as a member of its Board of Directors if
serving as a member of the Board of Directors immediately
prior to the Change of Control Date, with the office(s) and
title(s), reporting responsibility, and duties and
responsibilities of the Executive immediately prior to the
Change of Control Date. The Executive hereby agrees that at
any time prior to the Change of Control Date, the Board of
Directors of the Corporation (or the individual to whom the
Executive reports) may, without the Executive's consent,
change the Executive's office(s), title(s), reporting
responsibility, and duties or responsibilities.
The office(s), title(s), reporting responsibility,
duties and responsibilities of the Executive on the date of
this Agreement, as the same may be changed from time to time
after the date of this Agreement in accordance with the
provisions of the previous paragraph, shall be summarized in
Exhibit A to this Agreement, it being understood and agreed
that if, as and when the office(s), title(s), reporting
responsibility, duties or responsibilities of the Executive
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shall be so changed after the date of this Agreement, Exhibit
A shall be deemed to be, and shall be updated by the parties
to reflect such change; PROVIDED, HOWEVER, that Exhibit A is
intended only as a memorandum for the convenience of the
parties and shall be disregarded if, and to the extent that,
Exhibit A shall fail to reflect accurately the office(s),
title(s), reporting responsibility, duties or responsibilities
of the Executive as so changed after the date of this
Agreement because the parties shall have failed to update
Exhibit A as aforesaid."
2. Amend Section 3(j)(iii) to read, in its entirety, as follows:
"(iii) The Executive may elect to receive payment of the
supplemental retirement annuity provided by this Section 3(j),
under a joint and survivor or any other optional method of
payment available under the Xxxx Corporation Retirement Plan,
including, without limitation, any deferment in the time of
payment thereof. The amount of the benefit payable pursuant to
any form of payment under this Section 3(j) shall be
determined by applying the mortality assumptions, interest
rates, and other factors contained in the Xxxx Corporation
Retirement Plan that would be applicable to the form of
payment elected by the Executive (subject, however, to any
actuarial factor that may apply as a result of the operation
of Section 3(i)); PROVIDED THAT, if a lump sum distribution is
made hereunder, the amount of the lump sum distribution shall
be actuarially equivalent to the monthly benefit prescribed by
Section 3(j)(ii), calculated using the basis described in
subparagraph (1) or (2), below, whichever produces the larger
lump sum amount:
(1) the lump sum amount calculated on the basis of
the "applicable interest rate" (as in effect
for the November preceding the calendar year in
which the calculation is made) and the
"applicable mortality table", both as defined
in Section 417(e) of the Internal Revenue Code;
or
(2) the lump sum amount calculated on the basis of
the actuarial equivalent factor used to convert
the Executive's Earned Benefit Account into a
life annuity under the Xxxx Corporation
Retirement Plan at the time the calculation is
made, subject to any lump sum discount factor
that might apply as a result of the operation
of Section 3(i) of this Agreement.
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If it is determined that the Executive is subject to federal
income taxation on an amount in respect of the supplemental
retirement annuity prior to the distribution of all of such
amount to him, the Corporation shall forthwith pay to the
Executive all (or the balance) of such amount as is includable
in the Executive's federal gross income and correspondingly
reduce future payments, if any, of the supplemental retirement
annuity."
Except as hereinabove amended, all provisions of the Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 as of February 12, 1996.
XXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Secretary
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Chairman - Compensation Committee
ATTEST:
/s/ Xxx X. Xxxxxxx /s/ Southwood X. Xxxxxxx
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Asst. Secretary Southwood X. Xxxxxxx
