EXHIBIT 10(M)
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First Amendment to
DEFERRED COMPENSATION AGREEMENT
This agreement amends that certain Deferred Compensation Agreement dated
December 22, 1994 (the "Deferred Compensation Agreement") between X.X. Xxxxxx
Company, a Minnesota corporation (the "Company") and Xxxxxx Xxxxxxxx, a citizen
of Costa Rica ("Xxxxxxxx").
In consideration of the mutual covenants and agreements contained herein,
Company and Xxxxxxxx hereby agree as follows:
1. Section 4.4 of the Deferred Compensation Agreement shall be amended by
amending the last sentence to read as follows:
"If Xxxxxxxx should die while on expatriate assignment with the Company in
the United States and after giving effect to any liabilities of Xxxxxxxx'x
estate, Xxxxxxxx'x estate becomes subject to United States estate or gift
taxes as a result of the Account balance, the Company will indemnify and
hold Xxxxxxxx'x estate harmless from such estate or gift tax liability but
only to the extent such liability exceeds $8,500,000."
2. Except as hereby amended the Deferred Compensation Agreement shall remain in
full force and effect.
Dated May 5, 1997
X.X. XXXXXX COMPANY
By /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
Its: V.P. Human Resources
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V.P. HUMAN RESOURCES
By /s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
