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EXHIBIT 14
[Pennzoil Letterhead]
June 30, 1997
Xx. Xxxxxxx X. Xxxxxxxx'
Pennzoil Company
000 Xxxxx
00xx Xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxxx':
You and Pennzoil Company have previously entered into an
Employment Agreement dated as of February 10, 1997. The purpose of this letter
agreement is to amend the Employment Agreement to clarify both parties' intent
if your employment is terminated following a Change in Control of the Company,
as defined below. Capitalized terms used herein shall have the same meaning as
ascribed in the Employment Agreement, unless otherwise specified herein.
For purposes of this letter agreement, a Change in Control of the
Company shall conclusively be deemed to have occurred (i) if the Board of
Directors of the Company determines by resolution that a change in control
which has the reasonable likelihood of depriving key employees of benefits they
otherwise would have earned, by depriving key employees of the opportunity to
fulfill applicable service and age prerequisites to benefits or otherwise has
occurred, or (ii) upon the occurrence of an event specified for such purposes
as a change in control which has the reasonable likelihood of depriving key
employees of benefits they otherwise would have earned, by depriving key
employees of the opportunity to fulfill applicable service and age
prerequisites to benefits or otherwise, by resolution of the Board of Directors
adopted not more than 60 days prior to the occurrence of such event. The
Effective Date of a Change in Control shall be (x) in the case of such a Change
in Control described as specified in clause (i) of the preceding sentence, the
date (not more than 30 days prior to the date on which the Board of Directors
makes the determination) the Board of Directors determines as the date on which
the Change in Control has occurred, or (y) in the case of such a Change in
Control determined as specified in clause (ii) of the preceding sentence, the
date of occurrence of the event specified by the Board of Directors as
constituting such Change in Control.
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2 June 30, 1997
If your employment with the Company is terminated for any reason
following the Effective Date of a Change in Control, for purposes of the
Employment Agreement such a termination will be treated as by the Company for
other than Due Cause and you shall be entitled to the payments and other
amounts set forth in Paragraph 13(d) of the Employment Agreement.
Please sign in the space provided below and this letter agreement
shall constitute an amendment to your Employment Agreement, effective as of the
date of your execution hereof.
PENNZOIL COMPANY
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Chairman of the Board
Chief Executive Officer
Accepted and agreed to this 30th day of
June, 1997.
/s/ XXXXXXX X. XXXXXXXX'
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Xxxxxxx X. Xxxxxxxx'
