EXHIBIT 10.31
FIRST AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT
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THIS FIRST AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT ("Amendment")
is made as of the 7th day of December 2001 by and between CIRCOR, Inc., a
Massachusetts company (the "Company") and Xxxx X. Xxxxxxxxx ("Executive").
WHEREAS, the Company and the Executive are parties to that certain
Executive Change of Control Agreement made as of the 1st day of August, 2001
(the "Agreement") pursuant to which the Executive serves as a divisional officer
of the Company and CIRCOR International, Inc., a Delaware corporation of which
the Company is a wholly-owned subsidiary (the "Parent"); and
WHEREAS, the Company and the Executive desire to amend the Agreement solely
to the extent set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 1 Definitions defines "Good Reason" for the purpose of the
Agreement to mean that Executive has complied with the "Good Reason Process"
(hereinafter defined) following the occurrence of any of the following events:
(A) a substantial diminution or other substantive adverse change, not consented
to by Executive, in the nature or scope of Executive's responsibilities,
authorities, powers, functions or duties; (B) any removal, during the term of
this Agreement, from Executive of his titles as an officer of the Parent; (C) an
involuntary reduction in Executive's Base Salary except for across-the-board
reductions similarly affecting all or substantially all management employees;
(D) a breach by the Company of any of its other material obligations under this
Agreement and the failure of the Company to cure such breach within thirty (30)
days after written notice thereof by Executive; or (E) the involuntary
relocation of the Company's offices at which Executive is principally employed
or the involuntary relocation of the offices of Executive's primary workgroup to
a location more than thirty (30) miles from such offices, or the requirement by
the Company that Executive be based anywhere other than the Company's offices at
such location on an extended basis, except for required travel on the Company's
business to an extent substantially consistent with Executive's business travel
obligations. That definition is hereby deleted and replaced with the following
definition:
For purposes of this Agreement, "Good Reason" shall mean that Executive has
complied with the "Good Reason Process" (hereinafter defined) following the
occurrence of any of the following events: (A) a substantial diminution or
other substantive adverse change, not consented to by Executive, in the
nature or scope of Executive's responsibilities, authorities, powers,
functions or duties; (B) any removal, during the term of this Agreement,
from Executive of his titles as an officer of Parent; (C) an involuntary
reduction in Executive's Base Salary except for across-the-board reductions
similarly affecting all or substantially all management employees; (D) a
breach by the Company of any of its other material obligations under this
Agreement and the failure of the Company to cure such breach within thirty
(30) days after written notice thereof by Executive; (E) the involuntary
relocation of the Company's offices at which Executive is principally
employed or the involuntary relocation of the offices of Executive's
primary workgroup to a location more than thirty (30) miles from such
offices, or the requirement by the Company that Executive be based anywhere
other than the Company's offices at such location on an extended basis,
except for required travel on the Company's business to an extent
substantially consistent with Executive's business travel obligations; or
(F) a reduction in Executive's opportunity for annual incentive
compensation below the annual incentive opportunity most recently in effect
under the Company's Executive Bonus Incentive Plan prior to the Change in
Control
2. Section 3(a)(i) is hereby deleted in its entirety and replaced with the
following:
If within twelve (12) months after the occurrence of the first event
constituting a Change in Control, Executive's employment is terminated by
the Company without Cause as defined in Section 1 or Executive terminates
his employment for Good Reason as provided in Section 1, then the Company
shall pay Executive a lump sum in cash in an amount equal to one (1) times
the sum of (A) Executive's current Base Salary plus (B) Executive's highest
annual incentive compensation under the Company's Executive Bonus Incentive
Plan in the three (3) immediately preceding fiscal years, excluding any
sign-on bonus, retention bonus or any other special bonus; and
3. Except as specifically amended hereby, the Agreement remains in full
force and effect according to its terms.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which constitute one instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the day and year first written above.
CIRCOR, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
President
EXECUTIVE
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
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