AMENDMENT
to the
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment") dated as of the 30th day of
August, 2001, to the Amended and Restated Employment Agreement between F.
Xxxxxx Xxxxxxxxx ("Executive") and Viskase Companies, Inc. (formerly known as
Envirodyne Industries, Inc. and hereinafter referred to as the "Company")
dated as of the 27th day of March, 1996 (the "Agreement"), is entered into
between Executive and the Company (hereinafter together referred to as the
"parties").
Pursuant to Section 16 of the Agreement, the parties hereby agree
to amend the Agreement pursuant to this Amendment.
The Agreement is amended as follows:
Section 1: Definitions. Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 2. Amendment of Section 2. The following sentence
shall be added after the third sentence of Section 2 of the Agreement:
"The Company acknowledges (i) that Executive is the Chairman of the
Board, President and Chief Executive Officer of Viskase Corporation
("Viskase"), a wholly-owned subsidiary of the Company, and Executive is party
to an Employment Agreement dated as of August 30, 2001 with Viskase (the
"Viskase Employment Agreement") and (ii) that Executive's performance under
the Viskase Employment Agreement shall deemed not to be in conflict with this
Agreement."
Section 3. Amendment of Section 15. Section 15 of the
Agreement is hereby replaced with the following:
"15. Non-Exclusivity of Rights. Nothing in this Agreement
shall limit or reduce such rights as Executive may have under any other
agreements with the Company or any of its subsidiaries; provided, however,
that the payments and benefits provided under Section 8 shall be in lieu of
any other termination benefits (including severance, notice and pay and
salary continuation) to which Executive may otherwise be entitled from the
Company; and provided, further, however, (i) that any amounts payable under
Section 3 of this Agreement shall be set off by amounts paid to Executive
under Section 3 of the Viskase Employment Agreement for the same period of
employment and (ii) that any amounts payable under Section 8 of this
Agreement shall be set off by amounts paid to Executive under Section 8 of
the Viskase Employment Agreement. Amounts which are vested benefits or which
Executive is otherwise entitled to receive under any plan or program of the
Company or any of its subsidiaries shall be payable in accordance with such
plan or program, except as explicitly modified by this Agreement."
Section 4. Choice of Law. This Amendment shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Illinois, without giving effect to the conflict of law principles thereof.
Section 5. Effectiveness. Except as expressly modified above,
all other terms, conditions and provisions of the Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
signed as of the first date written above.
VISKASE COMPANIES, INC.
By: --------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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F. Xxxxxx Xxxxxxxxx
