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EXHIBIT 10.6(d)
Amendment effective May 15, 1998, amending the Employment
Agreement between the Registrant and Xxxxxxx Xxxxx, dated
February 8, 1990, as amended.
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AMENDMENT TO
EMPLOYMENT AGREEMENT
WHEREAS, Xxxxxxx Xxxxx (the "Executive") and Xxxxxx General
Corporation, a Delaware corporation (the "Company"), entered into an
Employment Agreement as of February 8, 1990, as amended from time to time
(the "Agreement"); and
WHEREAS, the Executive and the Company wish to further amend the
Agreement in certain respects;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Executive and the Company agree that the
Agreement shall be amended, effective as of May 15, 1998, as set forth
herein.
Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed to such terms in the Agreement.
1. Section 5(c) of the Agreement is hereby amended by adding the
following new sentence after the first sentence thereof:
Without limiting the generality of the foregoing, the
Executive shall be entitled to (i) participate in (A) the
Company's Executive Incentive Bonus Program and (B) any plan
which is adopted as a replacement for the Executive Incentive
Bonus Program, and (ii) a percentage of the total allocation
under such plan with respect to a given year (the "Measurement
Year") which is no less than the average percentage of the
total allocation under any such plan (or any predecessor
thereto) with respect to the three years immediately prior to
the Measurement Year.
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2. The second sentence of Section 7(a) of the Agreement is hereby
amended and restated to read as follows:
In addition, the Company shall make payments in substantially
equal periodic installments in accordance with the Company's
payroll practices then in effect for twelve months following
the Executive's date of death, which payments shall equal, in
the aggregate, the sum of (i) the Executive's Salary as in
effect on the date of the Executive's death and (ii) the
average of the annual bonuses (including awards under the
Company's Executive Incentive Bonus Program and any plan which
replaces it) earned by the Executive pursuant to any annual
bonus or incentive plan maintained by the Company in respect
of the three fiscal years ending immediately prior to the
fiscal year in which occurs the date of the Executive's death.
3. Section 8(a) of the Agreement is hereby amended and restated to read
as follows:
(a) Severance payments made to the Executive pursuant
to Section 7(d) hereof shall continue for a period of 24
months following the Termination Date. Severance payments made
to the Executive pursuant to Section 7(e) hereof shall
continue for a period equal to the greater of (i) 24 months or
(ii) the period from the Termination Date to the Expiration
Date. The period during which severance payments are to be
made by the Company to the Executive as determined in this
subsection (a) is referred to herein as the "Severance Payment
Period." During the Severance Payment Period, the Company
shall make severance payments to the Executive, which payments
shall equal, in the aggregate, the product of (i) the
multiplier obtained by dividing the number of full months in
the Severance Payment Period by 12 multiplied by (ii) the sum
of (A) the Executive's Salary as in effect on the Termination
Date and (B) the average of the annual bonuses (including
awards under the Company's Executive Incentive Bonus Program
and any plan
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which replaces it) earned by the Executive pursuant to any
annual bonus or incentive plan maintained by the Company in
respect of the three fiscal years ending immediately prior to
the fiscal year in which occurs the Termination Date.
Severance payments shall be paid to the Executive in
substantially equal periodic installments in accordance with
the Company's payroll practices then in effect. In the event
of the death of the Executive during the Severance Payment
Period, then notwithstanding anything to the contrary
contained herein, the Severance Payment Period shall terminate
at the earlier of (x) twelve months following the date of
death or (y) the scheduled expiration of the Severance Payment
Period. The Executive may, at any time and at his sole
discretion, upon written notice to the Company, terminate the
Severance Payment Period, whereupon the Company shall have no
further obligations to the Executive to make severance
payments or provide benefits pursuant to Section 9 hereof that
were required to be provided during the Severance Payment
Period.
Except as amended hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by a duly authorized officer of the Company, and Executive
has executed this Amendment, on this ____ day of ________, 1998,
effective as of May 15, 1998.
XXXXXX GENERAL CORPORATION
By:_______________________
Name: Xxx X. Xxxxxxx
Title: Chief Executive
Officer
__________________________
Xxxxxxx Xxxxx
