EXHIBIT 10.17
AMENDMENT TO
EMPLOYMENT LETTER AGREEMENT
This Amendment ("AMENDMENT") to the Employment Letter Agreement ("AGREEMENT"),
is entered into as of the 11th day of June, 2001 ("EFFECTIVE DATE") between
United Industries Corporation, a Delaware corporation, or any successors or
assigns thereof (collectively, the "COMPANY") and Xxxx X. Xxxxxx ("EXECUTIVE").
Certain capitalized terms used herein are as defined in the Agreement.
Executive and the Company are parties to the Agreement dated March 28, 2001. The
Company and Executive desire to amend the Agreement pursuant to the terms and
conditions set forth below.
Executive and the Company, in exchange for good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, and intending
to be legally bound, hereby amend the Agreement as of the Effective Date in the
following respects:
1. Section 12, "Change in Control" is deleted and the following is inserted in
lieu thereof:
During the term of this Agreement, if a "Sale" of the Company shall occur, as
the term Sale is defined in Section 4.1(b)(iii)(w-z) in the United Industries
Corporation Stock Option Agreement (attached to the Agreement as Item 4
Exhibit), and if Executive's employment with the Company is terminated by the
Company for any reason other than for cause during the twelve (12) month period
following such Sale, then in lieu of the severance provisions set forth in
Section 11 of the Agreement, UIC will pay Executive:
(a) base salary accrued through Executive's date of termination;
(b) accrued incentive compensation determined in accordance with the
Company's incentive compensation plan in effect on the termination date, on a
pro-rata basis for the fiscal year in which the termination occurs, and
(c) a severance payment equal to twenty-four (24) months of Executive's
base salary in effect as of the date of termination, payable in twenty-four (24)
equal consecutive monthly installments, beginning on the last day of the month
following the month in which Executive's employment terminates, provided that:
(i) prior to the Company's commencing such payments, Executive signs a
general release of UIC in substantially the form attached to the
Agreement as ITEM 11 EXHIBIT, and
(ii) any provision of Executive's current Noncompetition and
Nonsolicitation covenants (as set forth in Item 9 Exhibit to the
Agreement) to the contrary notwithstanding, Executive agrees that he
shall continuously abide by such covenants for twenty-four (24) months
from the date his employment terminates by reason of such Sale.
2. Except as otherwise specifically modified above, all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
aforesaid Effective Date.
UNITED INDUSTRIES CORPORATION /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx ("Executive")
By: /s/ Xxxxxx X.Xxxxx 7/23/01
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Name: Xxxxxx X. Xxxxx
Its: President and CEO
