EXHIBIT 10(iii)(w)
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made as of November 14, 2000 (the
"Amendment"), by and between Xxxxxxxxx Holdings, Inc., a Pennsylvania
corporation (the "Company"), and Xxxxx X. Xxxxxxx III, an individual and
resident of Lancaster County, Pennsylvania (the "Executive").
WHEREAS, the Executive is currently serving as the President and Chief
Operating Officer of the Company pursuant to an Employment Agreement dated as of
August 7, 2000, between the Executive and the Company and joined by Xxxxxxxxx
World Industries, Inc. (the "Agreement");
WHEREAS, the Board desires Executive to also serve as the Chief Executive
Officer of Triangle Pacific Corp. ("Triangle Pacific"), which is an indirect,
wholly-owned subsidiary of Holdings, and in connection with that office,
Executive is entering into an employment agreement of even date with Triangle
Pacific (the "Triangle Pacific Agreement"); and
WHEREAS, the Company desires to continue to employ the Executive and the
Executive desires to continue to serve the Company, but as a result of the
Executive's contemporaneous employment by Triangle Pacific, it is appropriate to
amend the Agreement in certain respects as set forth herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. DEFINED TERMS.
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Capitalized terms used here have the meanings as in the Agreement, unless
otherwise defined here.
2. EMPLOYMENT.
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The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to continue to serve the Company and its subsidiaries
and affiliates, on the terms and conditions set forth herein, during the Term of
this Agreement.
3. POSITION AND DUTIES.
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During the Term of this Agreement, the parties hereto agree that the
Executive will serve and perform his duties and responsibilities as President
and Chief Executive Officer of Triangle Pacific as an additional assigned duty
under the Agreement.
4. COORDINATION OF COMPENSATION.
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Salary and other amounts or benefits paid or provided to the Executive by
or on behalf of Triangle Pacific in connection with his duties there shall be
credited against the corresponding obligations of the Company to the Executive
under this Agreement so as to avoid double payments.
5. NOTICES.
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For the purpose of the Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to the respective
addressees set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:
To the Company:
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Xxxxxxxxx Holdings, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Senior Vice President, Human Resources
Telecopy: 000-000-0000
To World:
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Xxxxxxxxx World Industries, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Compensation & Benefits
Telecopy: 000-000-0000
To the Executive:
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At the executive's residence address as maintained by the Company
and/or Triangle Pacific in the regular course of business for payroll
purposes.
6. GUARANTEE OF TRIANGLE PACIFIC OBLIGATIONS.
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The Company hereby unconditionally guarantees the payment and
performance of the obligations of Triangle Pacific to the Executive under the
Triangle Pacific Employment Agreement, as the same may be amended from time to
time.
7. CERTAIN RESTRICTED STOCK.
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The restricted Common Stock of the Company which was awarded to the
Executive on August 7, 2000 shall vest and become free of restrictions in the
event that the Executive is entitled to the payment of termination compensation
and benefits pursuant to the provisions of the Triangle Pacific Employment
Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
XXXXXXXXX HOLDINGS, INC.
By: XXXXXXXXX WORLD INDUSTRIES, INC. agrees to be jointly and
-------------------------------------------------- severally bound by the terms of this Agreement, including
Name: specifically with respect to the obligations of the
------------------------------------------------ Company hereunder.
Title: Senior Vice President, Human Resources
EXECUTIVE
By:
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Name:
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Xxxxx X. Xxxxxxx III Title: Senior Vice President & Chief Financial
Officer
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