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Exhibit 10.60
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1, dated as of February 24, 1997, to the
Employment Agreement made the 12th day of March 1993, between QUAKER FABRIC
CORPORATION, a Delaware corporation with its principal office at 000 Xxxxxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxxxxx 00000 (the "Company"), and XXXXX X. XXXXXXXX,
residing at 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 ("Employee").
W I T N E S S E T H:
WHEREAS, Employee has been employed by the Company as its
President and Chief Executive Officer pursuant to an Employment Agreement, dated
as of March 12, 1993 (the "Initial Agreement");
WHEREAS, the Company wishes to continue the employment of
Employee as President and Chief Executive Officer of the Company and Employee
desires to continue such employment; and
WHEREAS, the parties wish to amend certain of the terms of the
Initial Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the mutual covenants and
mutual promises herein contained, and other good and valuable consideration, it
is hereby covenanted and agreed by and between the parties hereto as follows:
1. Section 2(a) of the Initial Agreement is amended and
restated in its entirety as follows:
(a) The Term of this Agreement shall continue until
March 12, 2002, subject to extension and termination as provided herein. The
Term shall be automatically extended for an additional three years to March 12,
2005, unless the Company notifies Employee in writing, received by Employee by
March 12, 2001, that the additional three year period will not be included in
the Term. Moreover, the Term shall be extended for additional periods of three
years each, after March 12, 2005, unless the Company notifies Employee in
writing, received by Employee at least one year prior to the commencement of
each three year extension period, that the three year extension period will not
be included in the Term. For
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example, the Term shall be extended for a period of three years after March 12,
2005, which shall be to March 12, 2008, unless the Company notifies Employee in
writing, received by Employee by March 12, 2004, that the three year period
shall not be added to the Term. The Term of this Agreement shall include the
current period plus each three year extension period.
2. Sections 3(a), 3(b) and 3(e) of the Initial Agreement are
amended and restated in their entirety as follows:
(a) For the services to be rendered by Employee to
the Company during the Term, the Company agrees to pay Employee a base salary
(the "Base Salary") payable in equal installments on the regular payroll dates
of the Company at the annual rate of $600,000.00 per annum, retroactive to
January 1, 1997. The Base Salary to be paid to Employee by the Company during
each calendar year of the Term shall be the Base Salary paid for the prior
calendar year, plus such increase as may be agreed upon at the beginning of each
calendar year.
(b) Employee shall also be entitled to receive an
annual bonus in such amount as may be determined by the Board of Directors.
(e) The parties agree that Employee shall be entitled
(i) to six weeks vacation annually during the Term of this Agreement, (ii) to
continue to participate in the Company's non-qualified deferred compensation
plan, and (iii) to the other fringe benefits, such as medical plan, life
insurance, profit sharing, executive stock option plan etc., provided by the
Company to its senior executives. The life insurance coverage provided by the
Company to Employee (which shall be in addition to such coverage as is generally
provided by the Company to its senior executives), for the benefit of
beneficiaries designated by Employee, shall be for an annual insurance premium
of not less than $7,000. The Company also agrees to pay for the country club
dues of Employee at one country club of his choice.
3. Sections 6(b), (c) and (d) of the Initial Agreement are
hereby amended and restated in their entirety as follows:
(b) Upon voluntary termination of employment by
Employee or termination of employment for cause (other than pursuant to Section
2(b)(v)), Employee shall be entitled to receive a lump sum payment equal to
three times Employee's prior year's Base Salary plus any bonus paid or payable
with respect to such prior year.
(c) Upon termination of employment of Employee for
any other reason (other than pursuant to Section 2(b)(v)), Employee shall be
entitled to receive a lump sum payment equal to three times Employee's prior
year's Base Salary plus any bonus paid or payable with respect to such prior
year.
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(d) Any payments required to be made pursuant to this
Section 6 shall be made (or, in the case of installment payments, shall
commence) on the effective date of the termination of employment of Employee.
4. Except as specifically set forth herein, the Initial
Agreement shall remain unchanged and in full force and effect, and each
reference to the Agreement and words of similar import in the Initial Agreement
shall be a reference to the Initial Agreement as amended hereby, and as the same
may be further amended, supplemented and otherwise modified in accordance with
the provisions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands
and caused this Amendment No. 1 to be executed as of the day and year first
above written.
QUAKER FABRIC CORPORATION
(Company)
By:_____________________________
Xxxxxxx X. Xxxxxx,
Vice President
________________________________
Xxxxx X. Xxxxxxxx, Employee
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