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EXHIBIT 10.13
AMENDMENT TO RETIREMENT AGREEMENT
This Amendment to Retirement Agreement (the "Amendment") is entered into
by Xxxxxxxx X. Xxxxxx (the "Employee") and Xxxxxx Group Inc., a Delaware
corporation (the "Company") (collectively, the "Parties"), in consideration of
the respective agreements and promises of the Parties contained in this
Amendment. The Parties acknowledge that the terms and conditions of this
Amendment have been voluntarily agreed to and that such terms are intended to be
final and binding.
WHEREAS, the Parties entered into a Retirement Agreement dated July 6,
1998 (the "Retirement Agreement");
WHEREAS, the parties desire to amend the Retirement Agreement as
set forth in this Amendment;
NOW, THEREFORE, it is hereby agreed as follows:
1. Section 2(g) of the Retirement Agreement is hereby amended in its
entirety to read as follows:
"(g) The Company shall pay to Employee within ten (10) days after January
15, 1999 an amount in cash equal to $1,305,420 in satisfaction of all of
his outstanding performance units under the Company's 1996 Long Term
Incentive Plan."
2. Section 2(m) of the Retirement Agreement is hereby amended in its
entirety to read as follows:
"(m) In respect of all incentive stock units granted to the Employee, the
Company shall pay to the Employee an amount equal to the product of (1)
125,199 and (2) the greater of (i) the closing per share price of the
Company's common stock on the Retirement Date and (ii) $30. The Company
shall pay such amount in cash within ten (10) days after January 15, 1999.
In addition, within ten (10) days after January 15, 1999, the Company
shall pay to the Employee an amount equal to the product of (1) 96,000 and
(2) the aggregate per share cash dividends paid to the Company's
shareholders in the third and fourth quarters of 1998."
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3. Except as specifically provided herein, the Retirement Agreement shall
remain in full force and effect in accordance with its terms.
XXXXXX GROUP INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman
STATE OF CONNECTICUT )
) SS.
COUNTY OF HARTFORD )
On this 29 day of October, 1998, before me personally appeared Xxxxxx X.
Xxxxxx, to me known to be the person who executed this Amendment To Retirement
Agreement and acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal in the Country and State aforesaid, the day and year first above written.
Notary Public
/s/ Xxxxx X. Xxxx
My Commission Expires:
June 30, 2001
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
STATE OF CONNECTICUT )
) SS.
COUNTY OF HARTFORD )
On this 29 day of October, 1998, before me personally appeared Xxxxxxxx X.
Xxxxxx, to me known to be the person described in and who executed this
Amendment To
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Retirement Agreement and acknowledged that he executed the same as his free act
and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal in the Country and State aforesaid, the day and year first above written.
Notary Public
/s/ Xxxxx X. Xxxx
My Commission Expires:
June 30, 2001
