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EXHIBIT 10.38
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1, dated as of February 27, 2001, amends the
Employment Agreement, dated as of January 1, 2001 by and between X.X. Xxxxxxxxx
Corporation (the "Company") and Xxxxxx X. Xxxx (the "Executive") (the "Existing
Agreement", and as amended hereby, the "Agreement").
WHEREAS, the Company considers it essential and in the best interests
of its shareholders to xxxxxx the continued employment of its senior management
personnel, and the Executive is an important member of the Company's senior
management; and
WHEREAS, the initial term of the Existing Agreement expires on June 30,
2001, although the Existing Agreement automatically renews for successive
one-year terms, unless either party gives 90 day's written notice prior to the
renewal date;
WHEREAS, the Company wishes to clarify the ramifications of a decision
by the Company not to renew Executive's employment as of June 30, 2001 or during
any subsequent renewal term; and
WHEREAS, the Compensation and Benefits Committee of the Board of
Directors has approved the following amendment to the Existing Agreement;
NOW, THEREFORE, the parties agree that the Existing Agreement is hereby
amended as follows:
1. Paragraph 1 of the Existing Agreement is amended by inserting the
following sentence at the end thereof:
"Any such non-renewal of this Agreement by the Company shall
be treated as a termination of Executive's employment without
Cause, as hereinafter defined."
2. Except as amended hereby, the Existing Agreement shall remain in
full force and effect in accordance with its terms.
3. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York.
4. This Amendment No. 1 may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1
as of the day and year first above written.
Executive
/s/ Xxxxxx X. Xxxx
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Signature of Xxxxxx X. Xxxx
X.X. XXXXXXXXX CORPORATION
By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman & CEO
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