EXHIBIT 10-A
FIRST AMENDMENT TO AGREEMENT
THIS IS AN AMENDMENT TO THE CONSULTING AGREEMENT dated as of
January 1, 1994, between GUARDSMAN PRODUCTS, INC. ("Guardsman"), and
XXXX X. XXXXXX ("Xx. Xxxxxx"). This First Amendment is effective
November 9, 1994, and amends the aforementioned Agreement in the following
particulars:
(A) For 1995 the annual consulting fee ($170,000) shall be
allocated between cash and deferred compensation in the same amounts as
provided in Sections 3.1 and 3.2 for 1994.
(B) Paragraph 3. is amended by the addition of a new sub-
paragraph 3.4 as follows:
"3.4 AUTOMOBILE EXPENSES. In addition
to the consulting fee, Xx. Xxxxxx shall
receive reimbursement for the lease expenses
of one automobile of his choice."
(C) Sub-paragraph 4.3 is amended to read as follows:
"4.3 TERMINATION BY XX. XXXXXX OR
GUARDSMAN BV NOTICE. While it is the general
understanding of the Parties that service
hereunder will continue for a period three
(3) to five (5) years from the date hereof,
either Xx. Xxxxxx or Guardsman may terminate
this Agreement by providing sixty (60) days'
written notice to the other. Termination of
this Agreement by Guardsman under this
Section 4.3 may be at will, with or without
cause. Upon termination under this Section
4.3 by Guardsman, Guardsman shall pay Xx.
Xxxxxx all earned and unpaid cash and
deferred compensation in accordance with
Section 3 and a lump sum severance equal to
one year's consulting fee ($170,000).
Guardsman shall also continue reimbursement
to Xx. Xxxxxx for his automobile lease
expenses for one year following such
termination. All rights of Xx. Xxxxxx to
receive any further compensation or benefits
from Guardsman under this Agreement shall
thereupon terminate."
IN WITNESS WHEREOF, the parties have executed this First Amendment
to Agreement as of November 9, 1994.
GUARDSMAN PRODUCTS, INC.
By \S\ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
President and Chief Executive
Officer
"Guardsman"
And by \S\ XXXX X. XXXXXX
Xxxx X. Xxxxxx
"Xx. Xxxxxx"
-2-
