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Exhibit 10.3
AMENDMENT TO AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
AMENDMENT dated as of the 22nd day of October, 1997 to AMENDED AND
RESTATED EMPLOYMENT AGREEMENT dated as of November 4, 1993 by and between NORTON
XXXXXXXXXX OF XXXXXX, INC., a New York corporation (the "Company") and XXXXXX
XXXXXXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee and the Company have heretofore entered into
an Amended and Restated Employment Agreement dated as of November 4, 1993 (the
"Employment Agreement"); and
WHEREAS, the parties desire to amend the Employment Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 1.2 of the Employment Agreement is hereby amended by
deleting Section 1.2 in its entirety and substituting therefor a new Section 1.2
to read as follows:
"The term of the Employee's employment under this Agreement (the
"Term") shall commence on the date hereof and shall terminate on
November 6, 1999, unless sooner terminated in accordance with this
agreement."
2. Section 2 of the Employment Agreement is hereby amended by
deleting the second sentence thereof in its entirety and substituting therefor a
new second sentence to read as follows:
"The Employee shall perform, faithfully and diligently, such
duties, and shall have such responsibilities, appropriate to such
position, as shall be assigned to him from time to time by the
Chief Executive Officer, President and Board of Directors of the
Company."
3. Section 3.1(a) of the Employment Agreement is hereby amended by
deleting Section 3.1(a) in its entirety and substituting therefor a new Section
1.2 to read as follows:
"During the Term, in consideration of the performance by the
Employee of the services set forth in Section 2 and his observance
of the other covenants set forth herein, the Company shall pay the
Employee, and the Employee shall accept, a base salary at the rate
of $320,000 per annum, payable in accordance with the standard
payroll practices of the Company."
4. Section 3.1(b) of the Employment Agreement is hereby amended by
deleting Section 3.1(b) in its entirety.
5. Section 6.5 of the Employment Agreement is hereby amended by
deleting Section 6.5 in its entirety and substituting therefor a new Section 6.5
to read as follows:
"Upon the termination of employment of the Employee by the Company
in accordance with the terms hereof, the Employee shall be deemed
hereby automatically to have resigned (effective on the date of
such termination) all positions as an officer and director of the
Company, of any and all of the Company's subsidiaries, and of the
Company's corporate parent."
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Exhibit 10.3
6. The address for notices to the Employee set forth in Section 15
of the Employment Agreement is hereby amended to read as follows:
"Xxxxxx Xxxxxxxxx
00 Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000"
7. Section 21 of the Employment Agreement is hereby deleted in its
entirety.
8. Except as hereby amended, the Employment Agreement continues in
full force and effect and is hereby ratified and affirmed.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
NORTON XXXXXXXXXX OF XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Title: President
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
