AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT (this "Amendment") dated as of January 2, 2003 by
and between United Industrial Corporation, a Delaware corporation, and
Xxxxxx X. Xxxxxxxx.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the parties hereto are parties to that certain
Employment Agreement dated March 3, 2000 (the "Employment Agreement"), and they
desire to amend the Employment Agreement as provided herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Section 2 of the Employment Agreement is hereby amended by replacing the
text "three (3) years" appearing therein with the text "four (4) years".
2. Section 4(b) of the Employment Agreement is hereby amended by inserting
the following text at the end of the first sentence thereof (before the period):
"; provided, however, that such benefits, individually and in the aggregate,
shall be at least equivalent to those benefits provided to Employee during
2002".
3. Except as amended hereby, the Employment Agreement shall remain in full
force and effect and is hereby ratified and confirmed.
4. This Amendment may be executed in one or more counterparts, each which
shall constitute an original and all of which together shall constitute one
agreement.
5. This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of New York, without regard to its
conflict of laws principles.
IN WITNESS WHEREOF, this Amendment has been duly executed by
the parties hereto as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President & CEO
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
XXXXXX X. XXXXXXXX
