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EXHIBIT 10.14(b)
SECOND AMENDMENT TO DEFERRED
COMPENSATION AGREEMENT
THIS AMENDMENT to the Deferred Compensation Agreement made
this 13th day of July, 2000, by and between Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), and Xxxxx X. Xxxx ("Employee").
RECITALS:
WHEREAS, the Company and Employee have previously entered into
that certain Deferred Compensation Agreement made the 30th day of December,
1998, and subsequently amended the same on the 4th day of May, 2000; and
WHEREAS, the Board of Directors of the Company has authorized
the amendment of the Deferred Compensation Agreement and Employee is agreeable
to the amendment.
NOW, THEREFORE, in consideration of the premises, effective as
of the date first written above, the Company and Employee agree as follows:
1. The second sentence of paragraph (2) of the Deferred Compensation
Agreement is hereby amended to read as follows:
"Employee shall be entitled to participate in all such employee benefit
plans and programs of the Company as may be in effect from time to
time, including, but not limited to, the Pennzoil-Quaker State Company
Salaried Employees Retirement Plan (the `Retirement Plan'), the
Pennzoil-Quaker State Company Savings and Investment Plan (the `Savings
and Investment Plan'), the group disability plans (i.e., the
`Short-Term Disability Plan'), the Excess Benefit Agreement between the
Company and Employee, the group life insurance plan and the group
hospitalization and medical benefits plan."
2. Paragraph (3) of the Deferred Compensation Agreement is hereby
amended to read as follows:
"(3) Benefit. Upon Employee's termination of employment with
the Company for any reason other than death at any time, Employee shall
be entitled to monthly payments of deferred compensation for the
remainder of his life equal to the sum of (a) the excess of (i) 57% of
Employee's monthly salary as in effect on the date of his termination
of employment, over (ii) the total amount of monthly amounts payable to
Employee during each applicable month from the Retirement Plan, the
U.S. Social Security Act, the Company's Short-Term Disability Plan, the
Company's Long-Term Disability Plan, the Company's Supplemental
Disability Plan, as defined benefits under the Excess Benefit Agreement
between the Company and Employee, and from any retirement plan
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with a former employer (whether or not received in the form of monthly
payments) and (b) $9,666.67."
3. Paragraph (4) of the Deferred Compensation Agreement is hereby
amended to read as follows:
"(4) Death Prior to Termination of Employment or After
Commencement of Benefits. In the event of Employee's death on or after
the date hereof, while in the employment of the Company or after
Employee's commencement of benefits under this Agreement, his spouse
shall be entitled to receive for her lifetime a monthly spouse death
benefit equal to the sum of $4,833.33 and one-half of the benefit
payable to Employee under clause (a)(i) of paragraph (3) above, less
the total of the monthly amounts payable to the spouse during each
applicable month from the Retirement Plan, the U.S. Social Security
Act, the Company's Salary Continuation Plan, as defined benefits under
the Excess Benefit Agreement between the Company and Employee and from
any other retirement plan with a former employer (whether or not
received in the form of monthly payments) of Employee."
IN WITNESS WHEREOF, the Company and Employee have executed
this Amendment to Deferred Compensation Agreement as of the date first above
written.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
President and Chief Executive Officer
Accepted and agreed to by:
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx