EXHIBIT 10.04.2
FIRST AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
WHEREAS, in connection with the Agreement and Plan of Merger between Falcon
Building Products, Inc. and FBP Acquisition Corp., Inc., Falcon Building
Products, Inc. and Xxx X. Xxxxx (collectively, the "Parties") have previously
executed an employment agreement (the "Employment Agreement"); and
WHEREAS, the Parties now desire to amend the Employment Agreement;
NOW, THEREFORE, the Parties agree that the Employment Agreement is hereby
amended by adding the following Section 12 immediately following Section 11 of
the Employment Agreement:
"12. NONCOMPETITION. During the period the Employee is employed hereunder
and during any period thereafter during which the Employee is receiving payments
or other benefits pursuant to Section 5 hereof, the Employee will not, in
association with or as an officer, principal, member, advisor, agent, partner,
director, stockholder, employee or consultant of any corporation (or sub-unit,
in the case of a diversified business) or other enterprise, entity or
association, engage or otherwise participate in any business which shall compete
with any business conducted by the Company or any of its subsidiaries or work on
the acquisition or development of any individual line of business, property or
project in which the Company or any of its subsidiaries is then involved or has
a written plan to enter which plan was adopted prior to the expiration of the
Employee's termination of employment, and will not solicit or induce any person
who is or was employed by the Company or any of its subsidiaries at any time
during such term or period to interfere with the activities or businesses of any
such company or to discontinue his or her employment with such company, or
employ any such person in a business or enterprise which competes with any such
company.
The Employee understands that the provisions of this Section 12 may limit
his ability to earn a livelihood in a business similar to the business of the
Company but as an executive officer of the Company he nevertheless agrees and
hereby acknowledges that (i) such provisions do not impose a greater restraint
than is necessary to protect the goodwill or other business interests of the
Company; (ii) such provisions contain reasonable limitations as to time and
scope of activity to be restrained; and (iii) the consideration provided
hereunder is sufficient to compensate the Employee for the restrictions
contained in Section 12 hereof. In consideration of the foregoing, the Employee
agrees that he will not assert that, and it should not be considered that, any
provisions of Section 12 otherwise are void, voidable or unenforceable or should
be voided or held unenforceable."
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed this 17th day of June, 1997.
Xxx X. Xxxxx Falcon Building Products, Inc.
/s/ Xxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Vice President
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