AMENDMENT TO KEY MANAGER SEVERANCE AGREEMENT
Exhibit 10.iii.(ii)
AMENDMENT TO
KEY MANAGER SEVERANCE AGREEMENT
WHEREAS, IMC Global Inc., a Delaware corporation (the "Company") and E. Xxxx Xxxx (the "Employee") entered into that certain Key Manager Severance Agreement as of December 13, 2002 (the "Agreement"); and
WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects.
NOW, THEREFORE, in consideration of the agreements and covenants contained in the Agreement, and in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Employee and the Company hereby agree to the amendment of the Agreement as follows:
1. Section 5(h) is amended by the renumbering of existing paragraphs 2, 3 and 4 thereof as paragraphs 5, 6 and 7, respectively, and by the addition of the following new paragraphs 2, 3 and 4:
2. for the one (1) year period following Termination, the Employee will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;
3. for the one (1) year period following Termination, the Employee will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;
4. as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to Termination (i) to which or to whom the Employee submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (ii) with which or with whom the Employee had substantial contact relating to the business of the Company; or (iii) about which or about whom the Employee acquired substantial confidential or other information as a result of or in connection with the Employee's employment, at any time during the one year period preceding Termination;
2. Renumbered paragraph 5 of Section 5(h) is amended in its entirety to read as follows:
5. there shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5(g) if, when and so long as: (i) the Employee breaches Section 5(h)(1), 5(h)(2) or 5(h)(3) hereof and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries;
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Agreement this 11th day of February, 2004.
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For the Company: |
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Employee: |
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Return to IMC Global Inc. Form 10-K
