AMENDMENT
TO THE
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
The Change of Control Employment Agreement (the "Agreement") entered into
between Xxxx-Xxxxxx Automotive, Inc., a Delaware Corporation (the "Company"),
and Xxxx X. Xxxxxxx (the "Executive"), dated July 24, 1997, is hereby amended by
mutual agreement of the parties, effective as of January 30, 1998, as follows:
1. The word "and" is deleted from the end of Section 6(a)(iii) of the
Agreement, the "." at the end of Section 6(a)(iv) of the Agreement is replaced
by "; and", and the following new subparagraph (v) is added to the end of
Section 6(a) of the Agreement:
"(v) The $2,000,000 Non-Negotiable Full Recourse Promissory Note executed
by the Executive in favor of the Company on January 30, 1998 (the "Note") shall
be forgiven with respect to all outstanding principal and accumulated interest
thereon as of the date of the Executive's termination of employment."
2. The following sentence is added to the end of Section 6(b) of the
Agreement:
"In addition, upon the termination of the Executive's employment by
reason of the Executive's death during the Employment Period, the Note
shall be forgiven with respect to all outstanding principal and
accumulated interest thereon as of the date of the Executive's death."
3. The following sentence is added to the end of Section 6(c) of the
Agreement:
"In addition, upon the termination of the Executive's employment by
reason of the Executive's Disability during the Employment Period, the
Note shall be forgiven with respect to all outstanding principal and
accumulated interest thereon as of the date of the Executive's
termination of employment."
4. The following sentence is added to the end of Section 6(d) of the
Agreement:
"If the Executive's employment shall be terminated for Cause during
the Employment Period or if the Executive voluntarily terminates
employment other than for Good Reason during the Employment Period,
the outstanding principal and accumulated interest thereon under the
Note will become immediately due and payable in full to the Company by
the Executive."
IN WITNESS WHEREOF, the Executive and, pursuant to the authorization from
its Board of Directors, the Company have caused this Amendment to the Agreement
to be executed as of the effective date specified above.
/s/ XXXX X. XXXXXXX
--------------------------------
Xxxx X. Xxxxxxx
XXXX-XXXXXX AUTOMOTIVE, INC.
By:/s/ XXXXXXX X. XXXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxxx,
Vice President,
General Counsel and Secretary
