FIRST AMENDMENT TO EMPLOYMENT
AND CHANGE-IN-CONTROL SEVERANCE AGREEMENT
First Amendment (the "Amendment"), dated April 16, 2001, to that
certain Employment and Change-In-Control Severance Agreement (the "Agreement")
dated as of December 11, 2000, by and between Xxxxxxx-Xxxxxxx Holdings, Inc., a
Delaware corporation (the "Company"), Xxxx X. Xxxxxx (the "Executive") and, for
the purpose of acting as a guarantor of the Company, Xxxxxxx-Xxxxxxx Corp., a
New Jersey Corporation (the "Corporation").
WHEREAS, certain obligations of the Company and the Corporation were
guaranteed by Hunter Drums Limited, an Ontario corporation ("HDL"), which joins
this Amendment for purposes of providing for its guarantee to apply to the
Agreement as amended hereby; and
WHEREAS, the undersigned are parties to the Agreement, which provides,
in Section 4.2, for a Performance Bonus and/or Target Performance Bonus; and
WHEREAS, such bonus is to be payable annually while the Agreement is in
effect, and the reference in Section 4.2 to the Company's 2001 fiscal year is
potentially ambiguous; and
WHEREAS, the parties to the Agreement wish to clarify their intent.
NOW, THEREFORE, in consideration of the foregoing, the parties agree
as follows:
1. The phrase in Section 4.2 of the Agreement reading "payable pursuant
to the Company's annual incentive plan and in respect of the Company's 2001
fiscal year" is amended to read: "payable pursuant to the Company's annual
incentive plan in respect of the Company's applicable fiscal year while this
Agreement is in effect".
2. The following sentence is hereby added to Section 4.2 of the
Agreement: Under no circumstances will the Executive's Salary Percentage for
purposes of the Company's Management Incentive Plan be less than the percentage
set forth in this Section 4.2 with respect to his Performance Bonus computation.
3. Section 5.5 of the Agreement is deleted in its entirety and replaced
as follows:
5.5. LTIP TARGET AWARD. For purposes of this Agreement, "LTIP
Target Award" shall mean a bonus payable to the Executive upon
the Company's achievement of certain performance targets in
respect of (a) the Company's fiscal years 2001 and 2002, in an
amount equal to $200,000, and in each two-year LTIP
performance period thereafter during which the Executive
remains employed by the Company, in an amount no less than
such amount. In the event that a subsequent LTIP is based upon
a time period other than two (2) years, such amount shall be
no less than $100,000 per annum.
4. Exhibit B of the Agreement is hereby deleted in its entirety and
replaced as follows:
EXHIBIT B
SUPER PERFORMANCE TARGETS AND SUPER PERFORMANCE
BONUS PAYOUT
EBITDA-CONTAINER % OF INCREMENTAL $ AMOUNT ADDED CUMULATIVE BONUS
PURCHASE ("CP") TARGETS EBITDA-CP ADDED TO BONUS POOL POOL AMOUNT
----------------------- ---------------- --------------- ----------------
(000'S OMITTED)
$21,500 -- $22,000 20% $100,000 $100,000
22,001 -- 23,000 20% 200,000 300,000
23,001 -- 24,000 30% 300,000 600,000
24,001 -- 25,000 40% 400,000 1,000,000
*Plus 10% of EBITDA-CP above $25 million.
5. HDL joins in this Amendment to ratify its guarantee and to affirm
that such guarantee applies to the Agreement as amended hereby.
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6. Except as set forth herein, the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, this First Amendment has been executed as of the
date first written above.
XXXXXXX-XXXXXXX HOLDINGS, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
_______________________________________
Xxxx X. Xxxxxx
XXXXXXX-XXXXXXX CORP.
By:____________________________________
Name:__________________________________
Title:_________________________________
HUNTER DRUMS LIMITED
By:____________________________________
Name:__________________________________
Title:_________________________________
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