EXHIBIT 10.11.2
AMENDMENT TO EMPLOYMENT AGREEMENT
June 9, 1997
Xx. Xxxx Xxx Xxxxxxxxxxxx
XX #0 Xxx 000-0
Xxxxxx, XX 00000
Dear Xxxx:
This letter, when signed by you, will constitute an amendment to your
Employment Agreement with Xxxxxx-Xxxxxx, Inc. (the "Company"), dated February
2, 1996 (the "Employment Agreement").
The principal purposes of this amendment are (1) to clarify the effect
severance payments made to you under your Third Amended and Restated Change
in Control Agreement with the Company, dated as of June 10, 1997, as it may
be amended and restated from time to time (the "Change in Control
Agreement"), will have on termination payments made to you under your
Employment Agreement, and (2) to eliminate the 30-day notice period you were
required to provide to the Company in the event the Company breaches your
Employment Agreement in order to ensure, INTER ALIA, your continued
employment with the Company.
Accordingly, the phrase appearing in Section 9(f) of your Employment
Agreement which reads "in any given year" shall be deleted therefrom.
Section 8(a)(i) of your Employment Agreement which reads "the Company has
breached any material provision of this Agreement and within 30 days after
notice thereof from the Executive, the Company fails to cure such breach;"
shall be deleted therefrom and the following shall be inserted in lieu
thereof: "the Company has breached any material provision of this Agreement;".
Very truly yours,
Attest: XXXXXX-XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxx
Senior Vice President Senior Vice President
Administration, General Corporate Development
Counsel & Secretary
Accepted and agreed as of
the date first written above:
/s/ Xxxx Xxx Xxxxxxxxxxxx
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Xxxx Xxx Xxxxxxxxxxxx
