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EXHIBIT 10-26
AMENDMENT OF EMPLOYMENT AGREEMENT
This AMENDMENT made as of this 4th day of May, 2003 (the "AMENDMENT
DATE") shall modify and amend the Employment Agreement by and between GENESEE
CORPORATION (the "COMPANY") and XXXXXX X. XXXXX (the "EXECUTIVE") dated December
15, 2002 (the "AGREEMENT").
WHEREAS, the Company and the Executive wish to amend certain terms of
the Agreement as set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. INCREASE OF MAXIMUM AVAILABLE BONUS FOR FISCAL 2004 AND
THEREAFTER. Effective as of May 4, 2003 and continuing thereafter, the reference
to 25% in the first sentence of Section 5(c) of the Agreement is hereby deleted
and replaced with 35%.
2. PAYMENT UPON DEATH OR DISABILITY OF THE EXECUTIVE. Effective
as of the Amendment Date:
(a) Termination by Death.
(i) Section 8(c) of the Agreement is hereby
deleted in its entirety and replaced with the following:
"The Term of Employment shall terminate immediately upon the
death of the Executive."
(ii) Section 8(d) is modified by deleting the
reference to Section 8(c) therein.
(b) Compensation Upon Termination Due to Death. Section
10(b) is amended by inserting the following:
"In addition, in the event the Term of Employment is
terminated pursuant to Section 8(c), then the Company shall
pay to the Executive's estate promptly after the Date of
Termination (subject to the Company's receipt of a Release
from the Executive or his legal representative): (i) a
lump-sum payment equal to 100% of the Base Salary in effect at
the Date of Termination; (ii) the value of the unused vacation
accrued as of the Date of Termination; (iii) an amount that
the MCC determines, in its sole discretion, is appropriate to
compensate the Executive for the bonus opportunity he had for
the current year through the Date of Termination; and (iv) any
Base Salary, unreimbursed expenses, additional compensation or
benefits, including the Retirement Benefit, accrued but unpaid
or vested as of the Termination Date."
(c) Disability of the Executive. Section 10(c) is hereby
deleted in its entirety and replaced with the following:
"In the event the Executive is terminated pursuant to Section
8(b), then the Company shall pay to the Executive promptly
after the Date of Termination (subject to the Company's
receipt of a Release from the Executive or his legal
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representative): (i) a lump-sum payment equal to 100% of the
Base Salary in effect at the Date of Termination; (ii) the
value of the unused vacation accrued as of the Date of
Termination; (iii) an amount that the MCC determines, in its
sole discretion, is appropriate to compensate the Executive
for the bonus opportunity he had for the current year through
the Date of Termination; and (iv) any Base Salary,
unreimbursed expenses, additional compensation or benefits,
including the Retirement Benefit, accrued but unpaid or vested
as of the Termination Date. In addition, the Executive shall
be entitled to continue receiving the benefits provided in
Section 7(a) of the Agreement, for up to twelve (12) months
following the Date of Termination. The Executive shall cease
receiving any of the Section 7(a) benefits provided for
hereunder, however, on the first date on which the Executive
is eligible to receive the same type of benefit from a new
employer or entity for whom he is acting as an independent
contractor. The Executive shall cease receiving one type of
Section 7(a) benefits, but not another if he does not receive
such benefits in his new position."
3. DEFINED TERMS. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meaning assigned to them in the Agreement.
4. SURVIVAL OF THE AGREEMENT. Except as amended by this
Amendment, the Agreement shall remain in full force and effect in accordance
with the terms thereof.
5. MISCELLANEOUS. This Amendment is governed by the internal laws
of the State of New York. All references in the Agreement to the Agreement shall
mean the Agreement as modified by this Amendment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
Amendment Date.
GENESEE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
