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Exhibit (E)(19)
AMENDMENT NO. 1
TO
THE EXCESS BENEFIT PLAN
OF
XXXXXXX TRUCK LEASING, CORP.
This Amendment No. 1, effective as of December 31, 2000, is an amendment to the
Excess Benefit Plan (the "Plan") of Xxxxxxx Truck Leasing Corp. (the "Company").
WHEREAS, the Company, Penske Truck Leasing Co., L.P., a Delaware
limited partnership ("Penske"), and Sun Acquisition Corporation, a Delaware
corporation ("Purchaser"), have entered into an Agreement and Plan of Merger
(the "Agreement and Plan of Merger"), dated as of January 15, 2001, pursuant to
which (i) the Purchaser will make a cash tender offer to acquire all shares of
the issued and outstanding Common Stock, U.S.$1.00 par value, of the Company,
including the Rights, (ii) the Purchaser will merge with and into the Company,
with the Company as the surviving corporation following the merger, and (iii)
certain Plan Participants have entered into agreements with the Company
regarding certain employment termination agreements;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Plan Section 4.3(b) shall be deleted in its entirety and amended to
read as follows:
"(b) Except as provided in paragraph (c) of this Section 4.3, if a
Participant's employment with the Employer is terminated as a result
of death, Total or Permanent Disability, or a Change in Control
(irrespective of whether such termination is initiated by a
Participant or the Employer and without regard to the reason
therefor), all benefits accrued hereunder for the Participant shall
become fully vested and shall be paid to the Participant or his
Beneficiary, as the case may be, commencing within 30 days after the
occurrence of the event, and shall be paid in a lump sum, on the same
basis as in the Pension Plan for cashing out small payments, unless
some other form of benefit has been elected in accordance with
Section 4.2."
2. A paragraph (c) shall be added to Section 4.3 to read as follows:
"(c) Participants who have entered into an Employment and
Non-compete Agreement with the Company effective as of
December 31, 2000,
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shall not have benefits determined under paragraph (b) of this
Section 4.3; provided, however, each such Participant shall be
fully vested in such Participant's benefits under the Plan
effective as of the date of the occurrence of a Change in
Control."
All the provisions of the Plan not specifically mentioned in this
Amendment shall be considered modified to the extent necessary to be consistent
with the changes made in this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Plan to be duly executed, all as of the day and year first above written.
XXXXXXX TRUCK LEASING, CORP.
By: /s/ Xxxxx X. Xxxxxxxxxx
______________________________________
Xxxxx X. Xxxxxxxxxx
Vice President-General Counsel
