February 22, 2012
February 22, 2012
Xx. Xxxxxxx X. Xxxxxx
000 XX 0xx Xxxxxx; 00xx Xxxxx
Xxxxx, XX 00000
Dear Dick:
This letter agreement constitutes an amendment to the Employment Agreement dated as of January 27, 2006 (the “Agreement”), by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the "Company"), and Xxxxxxx X. Xxxxxx (the "Executive"). The Company and Executive wish to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.
A. The Agreement is amended in the following respects:
Section 3(b) of the Agreement is deleted and replaced by the following:
(b) Annual Incentive Compensation. During the Employment Period, the Executive shall be entitled to participate in the Company's Senior Executive Incentive Compensation Plan (together with any amendments thereto, the "Plan"), including any predecessor or successor plan thereto, commencing with the calendar year ending December 31, 2006, and be eligible to receive an annual bonus ("Bonus Amount") based on a target bonus opportunity of 33.3% of Base Salary for periods ending before January 1, 2012 and a bonus opportunity of 50% of Base Salary for periods beginning after December 31, 2011. Bonus payments shall be subject to compliance with performance goals determined by the Compensation Committee of the Board in accordance with the Plan.
B. This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect.
Xx. Xxxxxxx X. Xxxxxx
February 22, 2012
Page 2
Please indicate your agreement with the foregoing by countersigning two copies of this letter agreement in the space provided below and returning one of such copies to us.
Very truly yours,
By: /s/ X. Xxxxxx Xxxxxxxx III
X. Xxxxxx Xxxxxxxx III
Vice President and Treasurer
The foregoing letter agreement
is consented and agreed to as
of the date first above written.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
