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XXXXX CORPORATION
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
AMENDMENT, made as of the 3rd day of August, 1998, between Xxxxx
Corporation, a Wisconsin corporation ("Company") and Xxxxx X. Xxxxxxxx
("Executive").
WHEREAS, the Executive and the Company entered into a Change of Control
Agreement dated May 13, 1997, (the "Agreement"); and
WHEREAS, the Company and Executive wish to amend the Agreement to
increase the payment due upon termination from one times annual base salary to
two times annual base salary;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Executive and Company agree to amend Section 2(a) of the
Agreement so that as amended it shall read in its entirety as follows:
"Section 2. Payments Upon Termination Due to Change of Control.
(a) Following Termination Due to Change of Control, the Executive shall
be paid an amount equal to two times his annual base salary (exclusive of
incentive compensation and fringe benefits) paid the Executive by the Company in
effect immediately prior to the date the Change of Control occurs. Such amount
shall be paid in 24 monthly installments beginning on the 15th day of the month
following the month in which the Executive's employment with the Company
terminates."
IN WITNESS WHEREOF, the Executive has signed this Amendment to the
Agreement and, pursuant to the authorization of the Board, the Company has
caused this Agreement to be signed, all as of the date first set forth above.
_____________________________________
Executive - Xxxxx X. Xxxxxxxx
XXXXX CORPORATION
By: _______________________________
Attest: ____________________________
