EXHIBIT 10(c)
AMENDMENT NO. 1 TO EXECUTIVE CHANGE-IN-CONTROL AGREEMENT
This Amendment No. 1 to the Executive Change-in-Control Agreement (this
"AMENDMENT"), dated as of October 30, 2003, is by and between The Xxxxxx &
Sessions Co., an Ohio corporation (the "COMPANY") and EXECUTIVE (the
"EXECUTIVE").
WHEREAS, the Company and Executive are parties to an Executive
Change-in-Control Agreement, dated as of DATE OF CURRENT AGREEMENT (the
"AGREEMENT"); and
WHEREAS, the Company and Executive desire to amend the Agreement as set
forth in this Amendment.
WHEREAS, capitalized terms not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
NOW THEREFORE, in consideration of the agreements contained herein and
such other consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment.
(a) Section 2(b) of the Agreement is hereby amended in its
entirety as follows:
"(b) The Period of Employment shall commence on the date
of an occurrence of a Change in Control and, subject only to the
provisions of Section 4 hereof, shall continue until the earlier of (i)
the expiration of the SECOND or THIRD anniversary of the occurrence of
the Change in Control, or (ii) the Executive's death; provided,
however, that commencing on each anniversary of the Change of Control,
the expiration of the Period of Employment provided for under clause
(i) of this Section 2(b) shall automatically be extended for an
additional year unless, not later than 90 calendar days prior to such
anniversary date, either the Company or the Executive shall have given
written notice to the other that the Period of Employment shall not be
so extended."
(b) Section 4(b)(i) of the Agreement is hereby amended in its
entirety as follows:
"(b) In the event of the occurrence of a Change in
Control, during the Period of Employment the Executive shall be
entitled to the benefits as provided in Section 5 hereof upon the
occurrence of one or more of the following events:
(i) Any termination by the Company of the employment of
the Executive, which termination shall be for any reason other than for
Cause or as a result of the death of the Executive or by reason of the
Executive's disability and the actual receipt of disability benefits in
accordance with Section 4(a)(ii) hereof; or"
2. Effect on the Agreement. Except as expressly provided for
herein, this Amendment shall not be construed as, or constitute, a continuing
waiver of such provision, or a waiver of any other breach of, or failure to
comply with, any other provision of the Agreement, and the Agreement shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
3. Conditions to Effectiveness. This Amendment shall be effective
upon its execution and delivery by Executive and a duly authorized officer of
the Company.
4. Counterparts. This Amendment may be executed in one or more
counterparts by the parties hereto, each of which shall be deemed an original,
but all of which together constitute one and the same instrument.
5. Governing Law. This Agreement shall be construed and enforced
in accordance with and governed by the Laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed or caused their duly
authorized representatives to execute this Agreement as of the day and year
first above written.
THE XXXXXX & SESSIONS CO.
BY:________________________________
TITLE:
___________________________________
EXECUTIVE
Effective Date: October 30, 2003
