EXHIBIT 10.05.2
FIRST AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
WHEREAS, in connection with the Agreement and Plan of Merger between Falcon
Building Products, Inc. and FBP Acquisition Corp., Inc., Falcon Building
Products, Inc. and Xxx X. Xxxxxxx (collectively, the "Parties") have previously
executed an employment agreement (the "Employment Agreement"); and
WHEREAS, the Parties now desire to amend the Employment Agreement;
NOW, THEREFORE, the Parties agree that the Employment Agreement is hereby
amended by adding the following Section 12 immediately following Section 11 of
the Employment Agreement:
"12. NONCOMPETITION. During the period the Employee is employed
hereunder and during any period thereafter during which the Employee is
receiving payments or other benefits pursuant to Section 5 hereof, the
Employee will not, in association with or as an officer, principal, member,
advisor, agent, partner, director, stockholder, employee or consultant of
any corporation (or sub-unit, in the case of a diversified business) or
other enterprise, entity or association, engage or otherwise participate in
any business which shall compete with any business conducted by the Company
or any of its subsidiaries or work on the acquisition or development of any
individual line of business, property or project in which the Company or
any of its subsidiaries is then involved or has a written plan to enter
which plan was adopted prior to the expiration of the Employee's
termination of employment, and will not solicit or induce any person who is
or was employed by the Company or any of its subsidiaries at any time
during such term or period to interfere with the activities or businesses
of any such company or to discontinue his or her employment with such
company, or employ any such person in a business or enterprise which
competes with any such company.
The Employee understands that the provisions of this Section 12 may
limit his ability to earn a livelihood in a business similar to the
business of the Company but as an executive officer of the Company he
nevertheless agrees and hereby acknowledges that (i) such provisions do not
impose a greater restraint than is necessary to protect the goodwill or
other business interests of the Company; (ii) such provisions contain
reasonable limitations as to time and scope of activity to be restrained;
and (iii) the consideration provided hereunder is sufficient to compensate
the Employee for the restrictions contained in Section 12 hereof. In
consideration of the foregoing, the Employee agrees that he will not assert
that, and it should not be considered that, any provisions of Section 12
otherwise are void, voidable or unenforceable or should be voided or held
unenforceable."
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed this 17th day of June, 1997.
Xxx X. Xxxxxxx Falcon Building Products, Inc.
/s/ Xxx Xxxxxxx By: /s/ Xxx X. Xxxxx
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Its: Executive Vice-President
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