EXHIBIT 10.1
THIS AGREEMENT between Champion International Corporation, a New York
corporation (the "Company"), and Xxxxxx X. Xxxxxx (the "Executive") is effective
as of August 15, 1996.
WHEREAS, the Company and the Executive entered into a Restated
Agreement as amended February 19, 1987 and as further amended as of April 21,
1988, August 18, 1988, September 19, 1991 and November 17, 1994 (the "Restated
Agreement"); and
WHEREAS, the Company and the Executive entered into a Letter Agreement
dated November 17, 1994 (the "Letter Agreement"); and
WHEREAS, the parties desire to amend the Restated Agreement and the
Letter Agreement in the manner set forth below;
NOW THEREFORE, it is hereby agreed by and between the parties as
follows:
1. The first sentence of subparagraph 9(b)(i) of the Restated
Agreement is hereby amended in its entirety to read:
"Effective August 15, 1996, the Executive is indefeasibly vested,
subject to subparagraph 9(b)(iv) and paragraph 10, in a monthly retirement
allowance, subject to any reduction required by subparagraph 9(b)(iii),
equal to one-twelfth (1/12) of ninety percent (90%) of the Executive's
Average Annual Compensation, as hereafter defined, less one-twelfth (1/12)
of fifty percent (50%) of the Executive's annual Social Security Benefits."
2. The last paragraph on page 1 of the Letter Agreement is hereby amended
in its entirety to read:
"In consideration for the performance of the duties of advisor
and consultant, you will be compensated at an annual rate of $50,000 for a
period of five years from the date of your retirement; you also will be
provided, for a period of ten years from the date of your retirement, with
suitable office accommodations, appropriate secretarial and chauffeur
services, all telephone, fax and other customary administrative support
services that you may require and the use of an airplane on the terms more
fully described in Exhibit "A" hereto. Each annual payment of $50,000 will
be made in a single lump sum on the anniversary of the date of your
retirement. You also will be entitled to reimbursement for all reasonable
expenses incurred in the performance of your duties as advisor and
consultant."
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3. A new Exhibit A is attached to and made a part of the Letter
Agreement in the form attached hereto.
4. The Restated Agreement and the Letter Agreement as amended by
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
5. The Company and the Executive understand and agree that all
references in the Restated Agreement and the Letter Agreement to the provisions
thereof that are amended hereby shall be deemed to be references to such
provisions as amended hereby.
6. Except as amended hereby, all of the terms and conditions set
forth in the Restated Agreement and the Letter Agreement shall continue in full
force and effect without change.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereto, and the Executive has executed this
Agreement, all as of August 15, 1996.
CHAMPION INTERNATIONAL CORPORATION
By /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Chairman of the Compensation and Stock
Option Committee
ATTEST:
/s/ Xxxxxxxx X. Xxx
------------------------------
Vice President and Secretary
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
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EXHIBIT A
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Description of Airplane
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The airplane which will be made available for Xxxxxx'x use is the King
Air C 90 B currently owned by Champion. In the event said airplane is damaged
to the extent that it cannot be repaired, or is sold or otherwise disposed of by
Champion, a substantially similar airplane will be made available by Champion
for Xxxxxx'x use.
Certain Reimbursements by Xxxxxx
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Xxxxxx shall pay to Champion for his use of the airplane $500
multiplied by the number of inflight hours during which he uses the airplane.
Such payments shall be made by Xxxxxx periodically upon receipt of invoices from
Champion. The hourly rate set forth above may be adjusted from time to time
based upon and in proportion to increases or decreases in Champion's direct
hourly cost of operating the airplane. The term "direct hourly cost" includes
costs of fuel, maintenance, insurance, parts, landing and parking fees, pilots'
travel expenses, and catering and miscellaneous expenses. No payments shall be
required from Xxxxxx for time during which he uses the airplane in connection
with consulting assignments from Champion.
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