10. (xii) (B)
April 30, 1997
Xx. Xxxxx X. Xxxxxxxx
00000 X. Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000
Dear Xxx:
Reference is made to your Compensation Agreement (the "Agreement") dated as of
April 15, 1997, with Xxxxxxxxxx Xxxx & Co., Incorporated (the "Company").
In order to induce you to accept the offer of employment contained in the
Agreement, General Electric Capital Corporation ("GE Capital"), as a principal
shareholder in the Company, hereby agrees with you that if, for any reason other
than termination of your employment, either voluntarily by you or for "cause" by
the Company, the Company shall fail to pay to you the base salary for the first
three years of such Agreement and the guaranteed bonuses for each of the first
three years of such Agreement and the bonus plan to offset your Kohl's equity
loss payable on May 1, 2000, then GE Capital shall pay such amounts to you as
provided in and subject to the conditions of the Agreement. This obligation on
the part of GE Capital shall be triggered by your written notice to GE Capital
that the Company has ceased to make such payments as required by such Agreement.
Very truly yours,
General Electric Capital Corporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Executive Vice President
