Exhibit 10(h)(6)
ADDENDUM
to
TRANSITION AND SEPARATION AGREEMENT
This Addendum is entered into as of this 30th day of May, 2002, between
Xxxx Corporation and Xxxxxx X. Xxxxxxxx.
BACKGROUND
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The parties are executing this Addendum to the Transition and
Separation Agreement between them dated November 30, 2001 (the "Agreement") for
the purpose of clarifying the terms of the Agreement. Except as may otherwise be
provided in this Addendum, terms used herein shall have the same definitions as
set forth in the Agreement.
THEREFORE, in consideration of the mutual obligations and agreements
set forth herein and in the Agreement, and intending to be legally bound, the
Company and Xxxxxxxx hereby agree as follows:
1. Xxxxxxxx'x employment with the Company and its subsidiaries shall
terminate on November 30, 2002.
2. The term "Transition Period" as used in the Agreement and this
Addendum shall mean the period from November 30, 2001 through May 31, 2002.
3. The words "Duties during Notice Period" shall be substituted as the
heading of Section 1(e) of the Agreement. Xxxxxxxx'x duties as a non-executive
employee and as Chairman following his ceasing to be Chief Executive Officer
until his termination of employment (the "Notice Period") are those set forth in
Section 1(e), and he shall not be entitled to any compensation from the Company
(for services during such Notice Period as Chairman of the Board, as a director,
as an employee or otherwise) other than the severance compensation provided for
in the Agreement.
4. The words "Transition Period" shall be substituted for the word
"Employment" in the headings to Sections 2 and 3 of the Agreement.
5. The termination of Xxxxxxxx'x employment on November 30, 2002 shall
be deemed to be a retirement with the consent of the Board of Directors of the
Company for purposes of the Company's 1993 Stock Option and Stock Grant Plan
(the "1993 Plan"). All of Xxxxxxxx'x stock options granted under the 1993 Plan
that remain outstanding and have vested at the time of the termination of his
employment on November 30, 2002 shall remain exercisable until the earlier of
(i) the close of business on February 28, 2003 (except for the options for
175,000 shares granted to Xxxxxxxx on June 28, 2000 which shall remain
exercisable until the close of business on November 29, 2004), and (ii) the
original expiration date specified in such options or possible earlier
termination of such options pursuant to Section 8 of the 1993 Plan.
6. The Agreement, as clarified and modified by this Addendum, shall
continue in full force and effect.
IN WITNESS WHEREOF, Xxxxxxxx has hereunto set his hand and, pursuant to
the authorization from the Board of Directors and Compensation Committee of the
Company, the Company has caused these presents to be executed in its name on its
behalf by its duly authorized officers.
____________________________ _________________________________________
Witness Xxxxxx X. Xxxxxxxx
ATTEST: XXXX CORPORATION
____________________________ By:______________________________________
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxx
Secretary
Its: Vice President, Chief Administrative
Officer
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