Exhibit 10.13.2
SECOND AMENDMENT TO PERSONAL SERVICES AGREEMENT
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THIS SECOND AMENDMENT TO PERSONAL SERVICES AGREEMENT, dated as of November
15, 1996, by and between American Biltrite Inc., a Delaware corporation ("ABI")
and Congoleum Corporation, a Delaware corporation ("Congoleum");
W I T N E S S E T H:
THAT WHEREAS, ABI and Congoleum are parties to a Personal Services
Agreement, dated as of March 11, 1993 (the "Personal Services Agreement"), as
amended February 8, 1995, pursuant to which ABI agreed that Xxxxx X. Xxxxxx
would serve as the Chief Executive Officer of Congoleum and Xxxxxxx X. Xxxxxx
would serve as the Vice Chairman of Congoleum, subject to certain terms and
conditions set forth in the Personal Services Agreement;
NOW, THEREFORE, in consideration of the agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Amendment of Section 3. Clause (b) of Section 3 of the Personal
Services Agreement is hereby amended to read in full as follows:
(b) Incentive Fees. Congoleum shall pay ABI an annual incentive fee
as determined by a majority of the disinterested members of the Board of
Directors.
4. Ratification. Each of ABI and Congoleum hereby ratifies and confirms
all of the terms and provisions of the Personal Services Agreement, as amended
hereby.
5. Counterparts. This Amendment to Personal Services Agreement may be
executed in one or more counterparts, each of which shall be an original but all
of which shall collectively constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment to Personal Services Agreement as of the date first above written.
AMERICAN BILTRITE INC.
By:________________________________
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
CONGOLEUM CORPORATION
By:________________________________
Name: X. X. Xxxxx
Title: Sr. Vice President - Finance
