FORM OF
AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
A. The Executive Severance Agreement dated _________________, 199__, by and
between Xxxxx-Xxxxxx Company, a Massachusetts corporation (the "Company") and
___________________________ (the "Executive") is hereby amended by adding the
following Section 2.5 at the end of Article II:
"Section 2.5. SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR
EXECUTIVES. If the Executive incurs a Qualifying Termination following
a Change in Control that occurs on or before termination of this
Agreement as provided in Section 6.1 hereof, the Executive's benefit
under the Supplemental Retirement Plan for Senior Executives (the
'SERP') shall be calculated as if Executive had worked two (2)
additional 'Years of Service' (as defined in the SERP) with 'Earnings'
(as defined in the SERP) in the same amount that Executive received in
the 12 consecutive months immediately prior to the Qualifying
Termination (or the amount received in the 12 consecutive months
immediately prior to the Change in Control, if greater)."
B. Except as amended herein, the Executive Severance Agreement is confirmed in
all other respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
ATTEST: XXXXX-XXXXXX COMPANY
By:
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Title
ATTEST:
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