Exhibit 10(a)(xxi)
FIRST AMENDMENT
TO
SEVERANCE PROTECTION AGREEMENT
This First Amendment to Severance Protection Agreement is made this ____ day of
200__, by and between the "Company" (as hereinafter defined) and __________ (the
"Executive").
WITNESSETH
WHEREAS, pursuant to a Severance Protection Agreement between the
Company and Executive dated _____, 200__ (the "Agreement"), in order to induce
Executive to remain in the employ of the Company, the Company agreed to provide
certain benefits to Executive in the event Executive's employment is terminated
as a result of, or in connection with, a Change in Control; and
WHEREAS, the Company and Executive desire to amend the Agreement to
clarify the components of the defined term "Bonus Amount" as hereinafter set
forth; and
WHEREAS, capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the Company and Executive agree as follows:
1. Amendment. Section 2.3 of the Agreement entitled "Bonus Amount" is hereby
amended and restated in its entirety as follows:
Bonus Amount. For purposes of this Agreement, "Bonus Amount" shall mean
the greater of (x) the most recent annual bonus (including both cash
bonus and any cash bonus foregone by the Executive in exchange for
restricted stock units of the Company) paid or payable to the
Executive, or, if greater, the annual bonus (including both cash bonus
and any cash bonus foregone by the Executive in exchange for restricted
stock units of the Company) paid or payable for the full fiscal year
ended before the fiscal year during which a Change in Control occurred,
or (y) the annual bonus (including both cash bonus and any cash bonus
foregone by the Executive in exchange for restricted stock units of the
Company) which would be paid or payable for the fiscal year during
which the Change in Control occurred if all performance goals or other
criteria established with respect to bonuses for such fiscal year were
fully satisfied, or (z) the average of the annual bonuses (including
both cash bonus and any cash bonus foregone by the Executive in
exchange for restricted stock units of the Company) paid or payable
during the three full fiscal years ended
before the Termination Date or, if greater, the three full fiscal years
ended before the Change in Control (or, in each case, such lesser
period for which annual bonuses (including both cash bonus and any cash
bonus foregone by the Executive in exchange for restricted stock units
of the Company) were paid or payable to the Executive).
2. No Other Amendment. Except as set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
3. Governing Law. The Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania without giving effect to the conflict of laws
principles thereof.
4. Counterparts. This Amendment may be executed in counterparts, each of which
shall be deemed an original, and all of which, taken together, shall constitute
one and the same instrument.
5. Miscellaneous. This Amendment and the Agreement contain the entire
understanding between the parties. There are no other agreements,
representations, or understandings not set forth herein. This Amendment shall
not be amended, modified, or varied except by a writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
ATTEST: X. X. XXXXX COMPANY
_________________________ By:_______________________________
Xxxx X. Xxxxxxxxxx
Corporate Secretary Name:_____________________________
Title:____________________________
EXECUTIVE
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[Insert Typed Name Here]
