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Exhibit 10(l)
EXTENSION AGREEMENT
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EXTENSION AGREEMENT (the "Extension Agreement) by and between INSILCO
CORPORATION, a Delaware corporation (the "Company"), and XXXXXX X. XXXXXXX, (the
"Executive"), dated as of the 1st day of May, 1996.
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated as of the 1st day of May, 1993, which was subsequently amended
and restated as of the 1st day of July, 1993 (the "Agreement");
WHEREAS, the period of employment under the Agreement is due to expire
April 30, 1996, and the Company and the Executive have agreed to extend the
period of employment of the Executive until April 30, 1998;
WHEREAS, the Company and the Executive entered into a Restricted Stock
Agreement dated as of the 1st day of July, 1993 (the "Restricted Stock
Agreement"); and
WHEREAS, the Company and the Executive entered into an Option Agreement
dated as of the 1st day of May, 1993 (the "Option Agreement"), and have agreed
to amend certain provisions of the Option Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Capitalized Terms. Unless otherwise provided, capitalized terms used
herein shall have the meaning given to them as capitalized terms in the
Agreement, the Restricted Stock Agreement, or the Option Agreement, as the case
may be.
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2. Employment Period. The Company shall continue to employ the
Executive, and the Executive shall serve the Company, on the terms and
conditions set forth in the Agreement, except as modified by this Extension
Agreement, for the period commencing on May 1, 1996 and ending on April 30, 1998
(the "Extended Employment Period"). Unless specifically otherwise provided
herein, or unless the context plainly provides otherwise, all references to the
Employment Period in the Agreement shall hereafter include as well the Extended
Employment Period.
3. Compensation. During the Extended Employment Period the Executive
shall receive an Annual Base Salary and an Annual Bonus in such amounts as may
be determined and awarded from time to time by the Board, but in no event shall
the Annual Base Salary be less than the amount paid the Executive for 1996.
4. Restricted Stock. The restrictions set forth in clause (iii) of
Paragraph (f) of Section 3 of the Agreement, as incorporated by cross reference
in the Restricted Stock Agreement, lapsed on March 31, 1996 due to the
satisfaction of the three (3) separate price levels as stipulated therein.
5. Acceleration of Options. Clause (ii) of Section 4 of the Option
Agreement is amended to read as follows:
"(ii) the 60th day following the Date of Termination in the
case of Termination by the Company without Cause or
Termination by the Executive for Good Reason, in either of
which events a "pro rata portion" (as hereinafter provided),
of the Base Options and Premium Options which would otherwise
have become exercisable the following May 1st shall become
fully exercisable on the Date of Termination,"
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6. Definition of Pro Rata Portion. The following sentence shall be
added to the end of Section 4 of the Option Agreement:
"For the purposes of this Section 4, the "pro rata portion" of
the Base Options and Premium Options shall mean the result
determined by multiplying one-fifth of each of the Base
Options and the Premium Options by a fraction, the numerator
of which is the number of days between the immediately
preceding April 30th and the Date of Termination, and the
denominator of which is 365."
7. Miscellaneous. The addresses set forth in Paragraph (b) of Section
11 of the Agreement and Paragraph (b) of Section 10 of the Option Agreement are
revised as follows:
Xxxxxx X. Xxxxx, Esq.
Xxxx Xxxxxx-Parks
00 Xxxx Xxxxx Xxxxxx, Xxx. 0000
Xxxxxxxx, Xxxx 00000
Insilco Corporation
000 Xxxxx Xxxxx Xxxxx, Xxx. 000
Xxxxxx, Xxxx 00000
Attn: Corporate Secretary
7. Except as hereinabove expressly provided herein, all of the terms
and conditions set forth in the Agreement, the Restricted Stock Agreement, and
Option Agreement are hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Extension Agreement to be executed in its name on its behalf, all as
of the day and year first above written.
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Xxxxxx X. Xxxxxxx, Executive
INSILCO CORPORATION
By:
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Xxxxxxx X. Xxxx
Vice President & General Counsel
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