Amendment to
Employment Agreement
This Amendment (this "Amendment") is made as of the 25th day of May, 1999, to
that certain Employment Agreement (the "Employment Agreement") dated as of March
19, 1990, as amended, by and among Central Sprinkler Company) (the "Company"),
Central Sprinkler Corporation (the "Parent Company") and Xxxxxxx X. Xxxxx (the
"Employee"). Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Employment Agreement.
WHEREAS, the parties hereto desire to amend the Employment Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and convenants herein and other good and valuable consideration, the receipt of
which is hereby acknowledged, and intending to be legally bound thereby, hereby
agrees as follows:
1. Amendment to Section 3.1. The first sentence of Section 3.1 shall be
eliminated in its entirety and the following language shall be added in its
stead:
"The term of employment under this Agreement (the "Employment Term") shall
be for a period commencing on May 25, 1999 and continuing thereafter until
12:00 a.m. New York City Time on April 29, 2003, unless otherwise extended
or renewed by the execution of a written instrument in a form mutually
agreeable to the parties hereto and unless sooner terminated by the
occurrence of a Termination of Employment (as defined in Section 3.2
hereof)."
2. Amendment of Section 3.2, Subsection (a) of Section 3.2 of the
Employment Agreement is hereby eliminated in its entirety.
3. Amendment of Section 4.2. The first two sentences of Section 4.2 shall
be eliminated in their entirety and the following language shall be
added in their stead:
"The employee shall be entitled to a minimum participation interest
("Minimum Interest") of 1.5% in the Plan. If the Company grants to its
Employee for any future fiscal year a participation interest in the
Plan that exceeds 1.5% such greater percentage shall thereafter be
guaranteed and shall be deemed the Minimum Interest for all purposes
hereunder".
The following language shall be added as an additional sentence at the
end of Section 4.2:
"Notwithstanding the foregoing, the Employee shall have no right to
participate in Central Sprinkler Corporation's 1999 Management
Incentive Compensation Plan."
4. Amendment of Section 5. The first sentence of Section 5 shall be
eliminated in its entirety and the following language shall be added in
its stead:
"The Employee, until April 29, 2003, shall not in any capacity engage
or have a financial interest in any business competing with the
Company or any affiliate of the Company within the United States."
5. Addition of New Section 12. The following language shall be added as
Section 12 to the Employment Agreement:
"12. Release. The Company hereby releases the Employee, his estate and
his personal representatives, and the Employee hereby releases the
Company, its successors and assigns, officers and directors, of and
from any and all claims of, or liabilities that any such released
party may have to any such releasing party with respect to any actions
or omissions prior to the date hereof; provided, however, that this
release shall not apply to any claims that may be asserted by the
Employee for indemnification under any contract or otherwise with
respect to claims made by third parities or any derivative action
concerning his action, or omission as an officer or director of the
Company. The foregoing released liabilities shall include, without
limitation, any liabilities that the Company could have for payments
to the Employee under Section 4.2 hereof with respect to any period
prior to May 1, 1999."
6. Amendment of Section 7. Section 7 shall be eliminated in its entirety
and the following language shall be added in its stead:
7. Removal of Employee . The Company shall have the right to remove
the Employee from the position in which he is employed hereunder. If
the Employee is removed from his position pursuant to this Section 7
without the Employee's written consent, the Employee shall have the
right to terminate his employment hereunder by sending a Notice of
Termination to the Company. The date specified in such notice of
Tennination shall constitute the date of "Termination of Employment"
for purposes of this Agreement, except that the Employee's
compensation and benefits described in Section 4 and the guarantee
thereof contained in Section 8, shall continue until April 29, 2003.
In any such case, if the Employee terminates his employment pursuant
to this Section 7 the restrictions contained in Section 5 shall
terminate on the date of Termination of Employment."
7. Additional Consideration. In consideration for this Amendment, the
Employee shall receive as additional compensation $104,952 at the date
of this Amendment, $45,630 on August 1, 1999 and $40,560 on October 1,
1999. Each of these payments is conditioned upon all requirements of the
Employment Agreement, as amended, having been fulfilled by the Employee
and that the Employee is employed as of the date future payments are
due.
8. Counterparts. This Amendment may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon
the same instrument.
Miscellaneous. Except as herein modified and amended, all terms and
conditions of the Employment Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
Central Sprinkler Corporation
By: /s/ E.T. Xxxxxxxx
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Name: E.T. Xxxxxxxx
Title: Chairman and CEO
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
