EXHIBIT 10(j)
AMENDMENT TO
SEVERANCE AGREEMENT
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THIS AGREEMENT, dated as of ______________________________, to the Severance
Agreement, dated as of ______________________________, 19______ (the "Severance
Agreement"), is entered into between Xxxxxxx-Xxxxxx Company, a Delaware
corporation (the "Company"), and ______________________________ (the
"Executive").
WHEREAS, the Company and the Executive desire to amend the Severance Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the Company and the Executive hereby agree that the Severance
Agreement shall be amended as set forth below:
1. Section 3(a)(2) of the Severance Agreement is hereby amended to read in its
entirety as follows:
"(2) a lump-sum cash amount which, when added to any other payments that
must be taken into account for purposes of any computation relating to the
Executive under Section 280G(b)(2)(A)(ii) of the Internal Revenue Code of 1986,
as amended (the "Code"), equals, in the aggregate, ____ times the Executive's
"base amount," as such term is defined in Section 280G(b)(3) of the Code;
provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in
lieu of any other amount of severance relating to salary or bonus continuation
to be received by the Executive upon termination of employment of the Executive
under any severance plan, policy or arrangement of the Company.
2. Section 4 of the Severance Agreement is hereby amended by deleting the
words "Internal Revenue Code of 1986, as amended (the "Code")" and substituting
therefor the word "Code".
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a
duly authorized officer of the Company and the Executive has executed this
Amendment as of the day and year first above written.
XXXXXXX-XXXXXX COMPANY
By
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EXECUTIVE:
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Subscribed and Sworn to before me
this day of
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Notary Public
