Exhibit 10(c)(4.1)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement ("Second Amendment") is made
as of August 1, 1996 by and between XXXXXX PRODUCTS, INC., a Delaware
corporation ("Company") and XXXXXXX XXXXXX ("Xxxxxx").
U N D E R S T A N D I N G S:
The parties to this Second Amendment previously entered into an Employment
Agreement dated April 1, 1984, as amended by that certain First Amendment to
Employment Agreement dated as of May 27, 1988 ("Employment Agreement"). The
parties desire to further amend the Employment Agreement in certain respects.
NOW, THEREFORE, in consideration of the undertakings of the parties hereto
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, it is agreed:
1. The Employment Agreement is hereby amended by deleting Paragraph A in
its entirety and replacing it with the following:
"X. Xxxxxx has been Chairman of the Board of the Company since
July 5, 1989, presently serves in such capacity and shall continue to
serve the Company in accordance with the Employment Agreement, as
amended hereby.
2. The Employment Agreement is hereby further amended by deleting
Paragraph F in its entirety and replacing it with the following:
"F. The term of Xxxxxx'x employment with the Company shall be
through December 31, 2001 (the "Term"). Unless terminated as provided
herein, the Term shall be automatically extended for additional one
year terms. The Employment Agreement, as amended hereby, may be
terminated effective on or after December 31, 2001 by either party
upon at least one year's prior notice to the other. Such notice shall
be deemed to have been given if delivered personally, by facsimile
transmission, or if mailed, postage prepaid, by United States
registered or certified mail, return receipt requested, or if
delivered by a recognized overnight courier, addressed to the regular
mailing address of the party being notified or to such other address
or addresses as the party to be given notice may have furnished in
writing to the party giving the notice, provided that no change in
address shall be effective until seven (7) days after being given to
the other party in the manner provided for above. Any notice given in
accordance with the foregoing shall be deemed given when delivered
personally, or if by facsimile transmission, upon confirmation of
transmittal, or if mailed, five business days after it shall have been
deposited in the United States mail as aforesaid or, if sent by
overnight courier, the business day following the date of delivery to
such courier."
3. The Employment Agreement is hereby further amended by deleting
Paragraph G in its entirety and replacing it with the following:
"G. The basis of compensation shall be no less than the current
amount of Three Hundred Thirty One Thousand, Six Hundred Fifty One
($331,651.00) Dollars per year, subject to increases as from time to
time may be determined by the Compensation Committee of the Board of
Directors of the Company."
4. The Employment Agreement is hereby further amended by deleting the
second paragraph on Page 2 in its entirety and replacing it with the following:
"In addition, Xxxxxx is to receive those benefits as may from time to
time be in effect and on the same terms and conditions as provided to
other key executive officers of the Company."
5. The first sentence of the third paragraph on page 2 of the Employment
Agreement is hereby amended by replacing the word "man" in each place that it
appears with "person."
6. Except as amended by Paragraphs 1 through 5 hereof, the parties agree
that all other terms, conditions and provisions of the Employment Agreement
shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed or caused their duly
authorized representatives to execute this Second Amendment to Employment
Agreement as of the date first above written.
ATTEST: XXXXXX PRODUCTS, INC.
/s/ Xxxx Xxx Xxxxxxx By: /s/ Xxxxxx X. Port
Its Clerk XXXXXX X. PORT, Chairman of the Executive
Committee
/s/ Xxxxxxx Xxxxxx
XXXXXXX XXXXXX
