EXHIBIT 10.19
SECOND AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
THIS SECOND AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT (the "Amendment") is
made and entered into as of the 21st day of October, 2004, by and between XXXXX,
INC., a North Carolina corporation (the "Company"), and XXXX X. XXXXXX, III (the
"Executive").
Statement of Purpose
The Company and Executive entered into an Executive Severance Agreement
dated November 7, 1997 (the "Executive Severance Agreement"), as subsequently
amended on July 26, 2001. The purpose of this Amendment is to provide for the
funding of a "grantor" trust related to the retirement benefits payable under
the Executive Severance Agreement in certain circumstances following a "Change
in Control."
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree that the Executive Severance
Agreement is amended effective as of the date hereof as follows:
1. The following Paragraph 4(c) is added to the end of Paragraph 4 of the
Executive Severance Agreement:
"(c) Funding of Grantor Trust. Upon the occurrence of a Change in
Control, in order to provide a source of payment of the benefits payable
under this Paragraph 4, the Company shall fund an irrevocable "grantor"
trust maintained pursuant to a trust agreement with an institutional
trustee selected by the Company. The amount funded by the Company shall
equal the "current value" of the retirement benefits determined as of the
date of the Change in Control pursuant to the provisions of Paragraph 4(b)
above."
2. Except as expressly or by necessary implication amended hereby, the
Executive Severance Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company
and Executive as of the day and year first above written.
XXXXX, INC.
By /s/ B. Xxxxx Xxxxxxx
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B. Xxxxx Xxxxxxx
Vice President
"Company"
/s/ Xxxx X Xxxxxx, III
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Xxxx X. Xxxxxx, III
