Exhibit 10-14
AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
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This Amendment dated January 29, 2003 (this "Amendment") is made to the
Employment and Non-Competition Agreement dated as of November 5, 1997 (the
"Agreement") between Elgin National Industries, Inc., a Delaware corporation,
and all related and affiliated entities, successors and assigns now in existence
or hereinafter created ("ENI"), and Xxxxx X. Xxxxxx ("Xxxxxx").
WHEREAS, Section 4(b) of the Agreement provides that ENI shall pay Xxxxxx a
management incentive bonus each fiscal year during the Term (as defined in the
Agreement); and
WHEREAS, as an inducement to Xxxxxx to continue his employment with ENI
pursuant to the Agreement, the parties wish to execute this Amendment to
establish the specific terms of the incentive bonus for the fiscal years 2003
and later, which terms shall be identical to the terms governing the incentive
bonus for the fiscal years of ENI 1997 through 2002.
NOW, THEREFORE, it is hereby agreed as follows:
9. Preamble; Recitals. The preamble and recitals set forth above are
incorporated in and form a part of this Amendment.
10. Amendment. Section 4(b) of the Agreement is hereby amended by adding
the following as the last sentence thereto: "For each fiscal year of
ENI beginning with the 2003 fiscal year and continuing for each fiscal
year until the expiration of the Term or earlier termination of this
Agreement, Xxxxxx shall be entitled to receive an Incentive Bonus
equal to 1.50% of ENI's EBITDA for such fiscal year, to be paid as
provided above in this Section 4(b)."
11. Full Force and Effect. The Agreement, as amended hereby, continues in
full force and effect.
12. Counsel. Xxxxxx acknowledges that he has been advised to obtain
separate legal counsel to review this Amendment and advise him
regarding the legal consequences of the same. Mayer, Brown, Xxxx & Maw
has drafted this Amendment as counsel for ENI with Xxxxxx'x consent.
Although Mayer, Brown, Xxxx & Maw has represented Xxxxxx previously in
other matters not involving the Agreement, Mayer, Brown, Xxxx & Maw is
not acting as attorney for Xxxxxx with respect to this Amendment.
Mayer, Brown, Xxxx & Maw shall be under no obligation to maintain the
confidentiality from ENI of any matter communicated to it by Xxxxxx
with respect to this Amendment.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Amendment to be duly executed as of the date and year
first above written.
ELGIN NATIONAL INDUSTRIES, INC.
By: /s/ XXXXXXX X. XXXX
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Title: President
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/s/ XXXXX X. XXXXXX
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