EXHIBIT 99.2
July 31, 2001
Xxxx X. Xxxxx, Xx.
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Dear Xxx:
This letter will confirm our agreement concerning the following amendments
to your December 7, 2000 employment letter agreement (the "Letter"):
1. The fourth sentence of paragraph 4 of the Letter is deleted in its
entirety and the following is substituted in lieu thereof:
"The bonus will be payable within ten (10) days of the
public release by the Company of its financial results for
the relevant calendar year."
2. The first two (2) sentences of paragraph 7 of the Letter are deleted in
their entirety and the following is substituted in lieu thereof:
"Your employment may be terminated at any time by you or by
the Company with or without Cause without prior written
notice. This at-will employment relationship cannot be
changed except in a writing signed by the Chief Executive
Officer of the Company or the Chairman of the Compensation
Committee."
3. The provisions of subparagraph (a) of paragraph 8 of the Letter are
deleted in their entirety and the following are substituted in lieu thereof:
"(a) you will be entitled to received severance pay equal to
your then existing base salary monthly installments
throughout the period ending twelve (12) months from the
date of employment termination;"
4. In the event you are entitled to payments pursuant to the second
sentence of paragraph 8 of the Letter: (i) such payments will include an amount
equal to the average annual bonus earned by you (whether paid or deferred) for
the three most recent annual periods or such shorter period if the termination
occurs before you have served for three annual periods (for the purpose hereof,
you are deemed to have earned your full thirty-five percent (35%) bonus for
2001); and (ii) you will be entitled to receive medical, dental, vision, long-
term care, life and disability insurance coverage and your SEP entitlement for
one (1) year following the termination at levels comparable to that provided
immediately prior to your termination (all at
the cost of the Company except for any contributions paid by you prior to the
termination). The bonus amount will be payable within thirty (30) days following
the termination of your employment.
5. If you are entitled to payments pursuant to the second sentence of
paragraph 8 of the Letter as modified above and the termination of employment
occurs within twelve (12) months of a Change of Control, all amounts shall be
payable, at your election, in a lump sum within thirty (30) days of the
employment termination or in periodic payments over a period not to exceed three
(3) years.
6. The first sentence of paragraph 9 of the Letter is deleted in its
entirety and the following is substituted in lieu thereof:
"For a one (1) year period from and after termination of
your employment for any reason (except if such termination
occurs within twelve (12) months following a Change of
Control), you shall not engage, directly or indirectly,
either on your own behalf or on behalf of any other person,
firm, corporation or other entity, in any business
competitive with any business of the Company (or any of its
subsidiaries), in the geographic area or areas in which
Company (or any of its subsidiaries) is conducting business
at the time of termination of your employment, or own more
than 5% of any such firm, corporation or other entity."
Sincerely,
/s/ X. X. Xxxxxxx Xxxx, III
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X.X. Xxxxxxx Xxxx, III,
Agreed And Accepted:
/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
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