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Exhibit 10(c)
XXXXX J. XXX XXXXX
ENTERPRISES, INC. Vice Chairman of the Board
0000 X. Xxxxxxxxx Xx.
Xxxxxxx, XX 00000-0000
Suite 5000
000-000-0000 phone
000-000-0000 fax
July 1, 1997
Xx. Xxxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Xxxxx:
This letter will confirm our agreement regarding your benefits in the
event there is a Change of Control of Xxxxx Enterprises, Inc. (the "Company").
A Change of Control has the same meaning as defined in Section 2 of the
Employment Agreement dated July 1, 1997 between the Company and Xxxx X. Xxxxx,
Xx.
In the event there is a Change of Control of the Company during the
two years commencing June 12, 1997, whether or not you are continued to be
employed by the Company;
(a) The Company shall for a period of two years from the date of the
Change of Control, or such longer period as may be provided by the terms of
the appropriate plan, program, practice or policy, continue benefits to you
and/or your family at least equal to those which would have been provided to
you and your family under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
to the extent applicable generally to other peer executives of the Company and
its affiliated companies, and in no event shall such plans, practices, policies
and programs provide you or your family with benefits which are less favorable,
in aggregate, than those provided to you and your family as of the date of the
Change of Control, provided, however, that if you become re-employed with
another employer and you are eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility.
(b) The Company shall pay the balance necessary to purchase the automobile
then being leased for your use and shall transfer title of such automobile to
you.
Agreed: Very truly yours,
Xxxxx Enterprises, Inc.
/s/ X. X. Xxxxxx by: /s/ J. Xxx Xxxxx
-------------------------------- ------------------------
Xxxxxxxx X. Xxxxxx J. Xxx Xxxxx
Vice Chairman
