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EXHIBIT 10.32
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made
and entered into effective as of December 4, 2000 (the "Effective Date"), by and
between Xxxxx X. Xxxxxxx ("Younger") and The Cronos Group, a limited liability
company organized and existing under the laws of Luxembourg (the "Company")
(collectively, the "Parties").
RECITALS
WHEREAS, the Parties entered into an Employment Agreement, dated
as of July 1, 1998; and
WHEREAS, the Parties entered into an Amended and Restated
Employment Agreement, effective as of March 24, 2000 (the Employment Agreement
of July 1, 1998, as amended and restated on March 24, 2000 referred to
hereinafter as the "Employment Agreement"); and
WHEREAS, pursuant to Section 2 of the Employment Agreement, the
Company agreed to employ Younger, and Younger agreed to serve in the employ of
the Company, on an exclusive and full-time basis, as the Chief Financial Officer
of the Company, through December 31, 2000, with an automatic extension of the
term until December 31, 2001, subject to further extension upon the written
agreement of the Parties; and
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WHEREAS, on August 4, 2000, the Board of Directors of the Company
appointed Younger as the Chief Operating Officer of the Company; and
WHEREAS, the Company and Younger desire to provide for a
perpetual two-year term of the Employment Agreement, on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the Parties hereto agree as
follows:
5. Provision of Perpetual Two-Year Term. Subject to the Company's
right and power to discharge Younger from active service without advance notice
by providing a "Notice of Termination" (as defined in the Employment Agreement),
as permitted by and subject to the provisions of the Employment Agreement, the
term of Younger's employment by the Company shall be for a perpetual two-year
term.
6. Modification of Severance Benefits. The provisions of Section
9(b) of the Employment Agreement are hereby amended in their entirety to read as
follows:
(b) Within thirty (30) days after Younger's last day of
active service, the Company shall pay him a lump sum equal to
(a) his then-current annual salary and (b) his then-current
annual performance bonus target or, if not yet established, his
most recent annual bonus payment. The payment to Younger under
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this paragraph (b) shall be conditioned upon his compliance with
the Company's policy (as in effect on the Effective Date or on
his last day of active service, whichever is more favorable to
Younger) regarding all salaried employees executing a waiver and
release prior to receiving severance compensation.
7. Severance Policy. Reference is made to the Company's severance
policy, set forth on Exhibit A hereto (the "Severance Policy"). The Parties
confirm that the Employment Agreement calls for a severance payment different
from that specified in the Severance Policy and, accordingly, upon the
occurrence of any event that entitles Younger to the payment of severance
benefits under the Employment Agreement, the provisions of the Employment
Agreement shall apply and not those of the Severance Policy.
8. Continuance in Force of Employment Agreement. Other than as
specifically amended hereby, the terms and provisions of the Employment
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have signed this Amendment,
effective as of the date and year first above written.
THE CRONOS GROUP
By /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Chairman of the Compensation Committee
Of the Board of Directors
/s/ XXXXX X XXXXXXX
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Xxxxx X. Xxxxxxx
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COMPANY'S SEVERANCE POLICY
1. Any employee terminated by the Company without "cause" shall be paid
severance in an amount equal to the product obtained by multiplying the
employee's monthly salary at the time of termination by the number of
years that the employee has worked for the Company, with a maximum
severance payment of one year's salary;
2. No severance shall be paid to an employee terminated for "cause," with
cause defined, in the absence of any specific definition in any
employment or severance agreement between the employee and the Company,
to mean the non-performance of, or willful misconduct in the performance
of, the employee's duties to the Company, or to willful misconduct of
the employee amounting to moral turpitude so as to affect his or her
ability to adequately perform services on behalf of the Company;
3. For purposes of the Company's severance policy, the term "Company" shall
refer to the Cronos Group or to the subsidiary of the Cronos Group that
is the employer of the employee for tax purposes;
4. The Company's severance policy shall be subject to any provision of
local law of the country of the employee's principal place of business
that may call for a higher severance payment in the event of a
termination of the employee without cause;
5. The Company's severance policy shall be subject to any provision of any
employment or severance agreement between the Company and the employee
that calls for a severance payment different than that specified in the
Company's severance policy;
6. No severance shall be payable by the Company to any employee who
voluntarily resigns his or her employment with the Company; and
7. Any severance payment called for under the Company's severance policy
shall be paid to the terminated employee in one lump sum, within 30 days
of his or her termination of employment.
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