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Exhibit 10.4
XXX X. XXXXXX, INC.
MODIFICATION TO SEVERANCE AGREEMENT
This Modification to Severance Agreement ("Modification Agreement")
is made effective May 1, 1997 between Xxx X. Xxxxxx, Inc., a Pennsylvania
corporation ("Weston") and Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx").
Background
Weston and Xxxxxxxx are parties to a certain Severance Agreement
effective December 3, 1996 (the "Severance Agreement").
Weston and Xxxxxxxx desire to amend the Severance Agreement in the
manner hereinafter set forth.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Section 3 of the Severance Agreement be and hereby is amended and
restated in its entirety to read as follows:
"3. Good-Reason Resignation. For purposes of this Agreement,
Xxxxxxxx'x employment shall be deemed to have been terminated by
reason of a "good-reason resignation" if Xxxxxxxx in his sole
discretion elects to discontinue his employment with Weston because
either (i) his responsibilities, duties or authority have changed
materially from their level as of December 3, 1996 (the "Effective
Date") which change
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substantially reduces the rank or level, responsibility or scope of
Xxxxxxxx'x position with Weston (or its successor in the case of a
merger, consolidation, acquisition or transfer of substantially all
of its business assets) below that which he has on the Effective
Date as Weston's President and Chief Executive Officer or (ii) the
composition of the Board of Directors of Weston materially changes.
For purposes hereof, the composition of the Board of Directors shall
be deemed to have materially changed if at any time after the
Effective Date and during any twelve consecutive months four or more
incumbent directors who are not Xxx X. Xxxxxx or any relative of Xxx
X. Xxxxxx cease to be directors of Weston (whether by shareholder
action or otherwise). If Xxxxxxxx elects to terminate his employment
under this Section 3, his written notice under Section 4 shall
include the specific matter or matters which Xxxxxxxx asserts
constitute reason for a "good-cause resignation.""
1. Section 5(c) of the Severance Agreement is amended by changing
the period of time for which the non-competition provisions are applicable from
two years to sixteen months and by deleting the last sentence thereof in its
entirety.
2. Section 13 of each of the Supplemental Retirement Agreements (the
"Supplemental Retirement Agreements") referred to in the "Background" to the
Severance Agreement are modified by reducing the period of non-competition from
three years to sixteen months so that the period of non-competition in both the
Severance Agreement and the Supplemental Retirement Agreement shall be for a
period of sixteen months.
3. Except as herein modified, the parties hereto ratify and confirm
the Severance Agreement and the Supplemental Retirement Agreements.
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IN WITNESS WHEREOF, Weston has caused this Agreement to be executed
by its duly authorized officers, and Xxxxxxxx has hereunto set his hand and seal
as of the day and year first above written.
XXX X. XXXXXX, INC.
By:___s/________________________ __s/____________________
Xxxxxx Xxxxxxxx, Chairman Xxxxxxx X. Xxxxxxxx
Attest:
___________s/____________________
Xxxxxx X. Xxxxxx, Secretary
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