EXHIBIT 10.3
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of May 24, 1999, between Trans World
Airlines, Inc. ("Company"), and Xxxxxxx X. Xxxxxxx ("Executive");
WHEREAS, the Company and the Executive entered into an employment
agreement as of October 1, 1996 ("Employment Agreement");
WHEREAS, the Company and the Executive wish to amend the
Employment Agreement to the extent provided in this Agreement; and
WHEREAS, this Agreement shall be effective retroactive to March
25, 1999;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Duties. Paragraph 3(a) of the Employment Agreement is
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hereby deleted and replaced in its entirety by the
following:
"Executive shall serve at the pleasure of the Company
as Executive Vice President and Chief Financial
Officer of the Company, and shall perform such
executive, advisory and/or administrative and
managerial assignments and duties as may be assigned
to Executive from time to time by the Company's
Chairman or President, all according to the direction
and control of the Company's Chairman or President.
Executive will carry out and perform all such duties
and assignments in all directions of the Company's
Chairman or President. Executive also will comply
with and carry out all rules and policies of the
Company, and will serve, without additional
compensation, as an officer and/or director of any
subsidiary, affiliated or related corporation or
business or of any company in which the Company may
hold any interest."
2. Salary. Paragraph 4(a) of the Employment Agreement is
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hereby deleted and replaced in its entirety by the
following:
"The Executive will be paid at his current annual rate
of $350,000 on a regular basis, not less frequently
than one time per month, on a regular Company payday.
This rate of pay ("Base Salary") is subject to
adjustment upward from time to time, and will be
reviewed on a regular basis."
3. Change in Control. The following Section 11 is hereby added
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to the Employment Agreement:
"11. Change in Control - If, during the term of this
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Agreement, Xx. Xxxxxxx X. Xxxxxxx ceases to be the
Chief Executive Officer of the Company, then the
Executive shall have 120 calendar days from the later
of the date on which Xx. Xxxxxxx'x termination as
Chief Executive Officer of the Company is announced or
becomes effective in which to notify the Board of
Directors of the Company in writing of the Executive's
intention to cease to function as the Executive Vice
President and Chief Financial Officer of the Company.
In such event, the Company shall within 10 business
days of the receipt of such written notice, pay to the
Executive (in a single lump sum cash payment) his Base
Salary for 12 months, plus any accrued but unpaid
salary, unused vacation time, and expenses through and
including the date of such termination."
4. Limited Amendment. Except as specifically modified and
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amended by this Agreement, the Employment Agreement between
Executive and the Company remains in full force and effect
in accordance with the terms. Nothing in this Agreement
alters Executive's rights under his Change in Control
Agreement with the Company dated as of November 21, 1997.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed in its corporate name, and the Executive has hereunto set his
hand, all as of the day and year first above written.
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Xxxxxxx X. Xxxxxxx
TRANS WORLD AIRLINES, INC.
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Name:
Title:
