Exhibit 10(c)(6.1)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("First Amendment") is made as
of August 1, 1996 by and between XXXXXX PRODUCTS, INC., a Delaware corporation
("Company") and XXXXXX XXXXXXX ("Xxxxxxx").
U N D E R S T A N D I N G S:
The parties to this First Amendment previously entered into an Employment
Agreement dated December 14, 1972 ("Employment Agreement") . The parties desire
to amend the Employment Agreement in certain respects.
NOW, THEREFORE, in consideration of the undertakings of the parties hereto
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, it is agreed:
1. The Employment Agreement is hereby amended by deleting
Paragraph A in its entirety and replacing it with the following:
"X. Xxxxxxx has been Treasurer and Vice President of the Company
for many years, presently serves in such capacity and shall continue
to serve to serve the Company in accordance with the Employment
Agreement, as amended hereby.
2. The Employment Agreement is hereby further amended by deleting
Paragraph F in its entirety and replacing it with the following:
"F. The term of Xxxxxxx'x employment with the Company shall be
through December 31, 1999 (the "Term"). Unless terminated as provided
herein, the Term shall be automatically extended for additional one
year terms. The Employment Agreement, as amended hereby, may be
terminated effective on or after December 31, 1999 by either party
upon at least one year's prior notice to the other. Such notice shall
be deemed to have been given if delivered personally, by facsimile
transmission, or if mailed, postage prepaid, by United States
registered or certified mail, return receipt requested, or if
delivered by a recognized overnight courier, addressed to the regular
mailing address of the party being notified or to such other address
or addresses as the party to be given notice may have furnished in
writing to the party giving the notice, provided that no change in
address shall be effective until seven days after being given to the
other party in the manner provided for above. Any notice given in
accordance with the foregoing shall be deemed given when delivered
personally, or if by facsimile transmission, upon confirmation of
transmittal, or if mailed, five business days after it shall have been
deposited in the United States mail as aforesaid or, if sent by
overnight courier, the business day following the date of delivery to
such courier."
3. The Employment Agreement is hereby further amended by deleting
Paragraph G in its entirety and replacing it with the following:
"G. The basis of compensation shall be no less than the current
amount of Two Hundred Two Thousand, Five Hundred Eighty-Five
($202,585.00) Dollars per year, subject to increases as from time to
time may be recommended to the Chairman of the Executive Committee or
the Chairman of the Board by the Compensation Committee of the Board
of Directors of the Company."
4. The Employment Agreement is hereby further amended by deleting the
second unlettered paragraph on Page 2 thereof in its
entirety and replacing it with the following:
"In addition, Xxxxxxx is to receive those benefits as may from time to
time be in effect and on the same terms and conditions as provided to
other key executive officers of the Company."
5. The last unlettered paragraph on page 2 of the Employment
Agreement is hereby amended by replacing the word "man" in each place that it
appears with "person."
6. Except as amended by Paragraphs 1 through 5 hereof, the parties agree
that all other terms, conditions and provisions of the Employment Agreement
shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed or caused their duly
authorized representatives to execute this First to Employment Agreement as of
the date first above written.
ATTEST: XXXXXX PRODUCTS, IN
/s/ Xxxx Xxx Xxxxxxx By: /s/ Xxxxxx X. Port
Its XXXXXX X. PORT, Chairman
of the Executive
Committee
/S/ XXXXXX XXXXXXX
XXXXXX XXXXXXX
