EXHIBIT 99.1
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AMENDMENT TO DEFERRED COMPENSATION ARRANGEMENT
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THIS AMENDMENT dated the 20th day of July, 1998, between Xxxxxx X.
Xxxxxxxxxxx, 0 Xxxxxxx Xxxx, Xxxxx, Xxx Xxxx 00000 (the "Employee"), and XXXX,
Inc., 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Company").
W I T N E S S E T H:
WHEREAS, on the 13th day of October, 1992, the parties hereto entered
into a Deferred Compensation Arrangement; and
WHEREAS, the parties desire to amend that Agreement in order to modify
the payment schedule as it relates to payments to the Employee after his
services to the Company are terminated and after there has been a change in
control of the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. Article 2 of the Deferred Compensation Arrangement dated the 13th
day of October, 1992 is amended by adding thereto a new Section 2 (e) as
follows:
2.(e) Notwithstanding the above provision of this Agreement,
if there is a Change in Control of the Company:
(1) If at the time of such Change in Control the Employee is
receiving payments under any provision of this agreement which would continue
for more than five years after the Change in Control, the payments shall be
accelerated and made in five annual payments of principal and earnings thereon,
in an amount equal to the current balance maintained in the Trust Fund as of the
date of each annual payment, divided by the number of years remaining in the
five year term.
(2) If payments are commenced pursuant to any section of this
Agreement after a Change in Control the Trustees shall pay to the Employee the
principal of the Trust together with all accumulated earnings thereon, in five
annual payments of principal and earnings, in an amount equal to the current
balance maintained in the Trust Fund as of the date of each annual payment,
divided by the number of years remaining in the five year term.
2. In all other respects the Deferred Compensation Arrangement among
the parties dated the 13th day of October, 1992 is ratified and confirmed.
IN WITNESS WHEREOF, the parties to this Agreement have signed their
name this 20th day of July, 1998.
/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Employee
XXXX, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President Finance and
Chief Financial Officer
STATE OF NEW YORK )SS:
COUNTY OF XXXXXXXXXX)
On this 20th day July, 1998, before me personally came Xxxxxx X.
Xxxxxxxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
/s/ Xxxxxx Xxxxxxxxxxx
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Notary Public
[Notary Seal]
STATE OF NEW YORK )SS:
COUNTY OF XXXXXXXXXX)
On this 20th day of July, 1998, before me personally came Xxxxxx X.
Xxxxxxx, to me known, who being by me duly sworn, did depose and say that he is
the Vice President Finance and Chief Financial Officer of XXXX, Inc., the
corporation described in and which executed the foregoing instrument and that
the foregoing instrument was executed without corporate seal by order of the
board of directors of said corporation and that he signed his name thereto by
like order.
/s/ Xxxxxx Xxxxxxxxxxx
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Notary Public
[Notary Seal]
