EXHIBIT 10.1
FIRST AMENDMENT TO THE
JUNE 1, 1995 EMPLOYMENT AGREEMENT
This First Amendment dated as of this ______________ of ______________,
1997 between Xxxx X. Xxxxxx, Xx. (the "Executive") and Coltec
Industries Inc, a Pennsylvania Corporation (the "Corporation").
WHEREAS, the Executive and the Corporation desire to continue the
relationship established by the employment agreement dated June 1, 1995
between the Executive and the Corporation (the "Agreement") but to
amend the terms and conditions thereof to reflect modifications and
clarifications to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree to amend the Agreement as
follows:
1.The address, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, appearing in
section 2.3 shall be replaced with 3 Coliseum Center, 0000 Xxxx Xxxxxx
Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
2.Section 7.1(c) shall be modified by renumbering subsection (v) to
become (vi) and changing the words New York City to be Charlotte, NC.
3. Section 7.1(c) shall be modified by the insertion of a new
Subsection (v) reading as follows:
"The Corporation during the two year period following a Change-in-
Control delivers to the Executive a Notice of Termination Other
than for Cause or takes any other action which purports to
terminate the Executive's Employment Other than for Cause."
4. Section 7.6 of the Agreement shall be modified by the insertion of
Subsections (e) and (f) reading as follows:
e)For purposes of Section 7.6(d) Executive's participation in respect
to the Corporation's 1994 Long Term Incentive Plan (the "LTIP") shall
be as follows (the defined terms within this section and not otherwise
defined within this agreement being the same as defined in the LTIP):
i) all of the Executive's Restricted Shares previously issued under the
LTIP and not yet vested by the Date of Termination shall become 100%
vested, nonforfeitable and fully transferable as of such date, and
ii) the Corporation will pay the Executive as soon as practicable
following the Date of Termination an amount in cash equal to three
times the product of (x) the number of Performance Units previously
granted under the LTIP to the Executive and still outstanding
times (y) the Award Value at the Threshold Target level.
f)For purposes of Section 7.6(d) Executive's benefits with respect to
the Corporation's Retirement Plan for Salaried Employees and the BE
Plan or any equivalent or superior plans or arrangements in which the
Executive participated prior to the Date of Termination (any such Plan
or arrangement, the "Pension Plans") and the Corporation's welfare
benefit plans in which the Executive participates on the date hereof or
any equivalent or superior successor plans or arrangements in which the
Executive participates prior to the Date of Termination ("Welfare
Benefit Plans") the contemplated continued participation shall require
the Corporation to pay or provide the executive with the benefits which
the Executive would have received under the Pension Plans and Welfare
Benefit Plans if (x) the Executive's employment and his coverage under
the Pension Plans and the Welfare Benefit Plans had continued during
the relevant damage period, and (y) the compensation described in
Section 7.6(b) which would have been credited under the Pension Plans
and/or the Welfare Plans were paid to the Executive ratably over the
relevant damage period.
5. Section 7.7 of the Agreement shall be notified by the insertion of
Subsections (f) and (g) reading as follows:
f)For purposes of Section 7.7(e) Executive's participation in respect
to the LTIP shall be as follows (the defined terms within this section
and not otherwise defined within this agreement being the same as
defined in the LTIP):
i) all of the Executive's Restricted Shares previously issued under the
LTIP and not yet vested by the Date of Termination shall become 100%
vested, nonforfeitable and fully transferable as of such date; and
ii) the Corporation will pay the Executive as soon as practicable
following the Date of Termination an amount in cash equal to three
times the product of (x) the number of Performance Units previously
granted under the LTIP to the Executive and still outstanding, times
(y) the Award Value at the Threshold Target level.
g)For purposes of Section 7.7(e) Executive's benefits with respect to
the Pension Plans and the Welfare Benefit Plans, the contemplated
continued participation shall require the Corporation to pay or provide
the Executive with the benefits, earnings credits for benefits and
service credits for benefits which the Executive would have received
under the Pension Plans and Welfare Benefit Plans if (x) the
Executive's employment and his coverage under the Pension Plans and the
Welfare Benefit Plans had continued during the relevant damage period,
and (y) the compensation described in Section 7.7(b) which would have
been credited under the Pension Plans and/or the Welfare Plans were
paid to the Executive ratably over the relevant damage period.
6. Section 7.9 of the Agreement shall be modified by rewording the
second sentence of such section to read in its entirety as follows:
"Upon receipt of written notice from Executive that Executive has
been reemployed by another company or entity on a full-time basis
(or would have been reemployed but for the non-competition
provisions of Section 1 of the Agreement) benefits otherwise
receivable by Executive pursuant to Sections 7.6(d) or 7.7(e)
related solely to life, health disability and accident insurance
plans and programs and other similar benefits (but not Incentive
Compensation, LTIP, Pension Plans or other similar plans and
programs) shall be reduced to the extent comparable benefits are
made available to Executive at his new employment and any such
benefits actually received by Executive shall be reported to the
Corporation.
7. Section 9 of the Agreement shall be modified by inserting the words,
"the last home address of the Executive provided to the Corporation by
the Executive", in place of the Executive's address now appearing in
Section 9. Section 9 shall be further modified by replacing the
address, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with the address, 3
Coliseum Center, 0000 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000.
0.Xx all other respects, the Agreement shall remain in full force and
effect and unmodified except as set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this amendment as
of the date and year first above written.
COLTEC INDUSTRIES INC
By: ______________________________
Name
______________________________
Title
EXECUTIVE
By: ________________________________
Name
________________________________
Title
