RESTATED AMENDMENT
Amendment dated as of February 26, 1998 between Handy &
Xxxxxx, a New York corporation (the "Company"), and Xxxxxxx X. Xxxxxx ("Execu
tive").
WHEREAS, the Company and Executive are parties to an Agreement
dated as of May 1, 1989, including the changes thereto approved by resolutions
of the Company's Board of Directors on May 11, 1993 (the "1993 Resolution") and
September 28, 1995 (the "1995 Resolution"), to which changes the Company and
Executive hereby reconfirm their mutual agreement (the "Agreement"), the term of
employment under which will, unless further extended in May of 1998, terminate
on April 30, 2000; and
WHEREAS, the Company and Executive desire to amend the
Agreement as hereinafter provided;
NOW THEREFORE, the Company and Executive agree as follows:
1. The final sentence of Section 1.2 of the Agreement is amended to
read as follows:
"Such term of employment is referred to hereinafter as the "Employment Term";
provided, however, that in the event Executive's employment terminates as
described in Section 4.1 at a time when the provisions of the preceding sentence
have not resulted in the termination of this Agreement at the end of any 3-year
term, the "Employment Term" shall continue through the third anniversary of the
Termination Date."
2. The extension of the Employment Term under the Agreement approved by
resolution of the Company's board of directors on September 30,1990 shall have
the same effect as if approved by resolution of the Company's board of directors
in May of 1990.
3. The reference in Section 4.1 (a)(i) of the Agreement to "Employment
Period," which is a typographical error, is changed to be a reference to
"Employment Term."
4. The provisions of Section 4.1 (c) (insofar as it relates to health
insurance benefits) and (e) of the Agreement have been superseded by the
provisions of Section
7A of the Agreement, which Section 7A was added to the Agreement by the 1995
Resolution.
5. The following is added as Section 17 of the Agreement:
17. ARBITRATION: CERTAIN COSTS.
17.1 Any dispute or controversy between Company and
the Executive, whether arising out of or relating to this Agreement,
the breach of this Agreement, or otherwise, shall be settled by
arbitration administered by the American Arbitration Association in
accordance with its Commercial Rules then in effect and judgment on the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Such arbitration shall take place in the New York
City metropolitan area. The arbitrator shall have the authority to
award any remedy or relief that a court of competent jurisdic tion
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such
dispute or controversy and seek interim provisional, injunctive or
other equitable relief until the arbitration award is rendered or the
controversy is otherwise resolved. Company shall reimburse the
Executive, upon demand, for all costs and expenses (including without
limitation attorneys' fees) reasonably incurred by the Executive in
good faith in connection with this arbitration provision, including
without limitation in connection with any such applica tion undertaken
by the Executive in good faith, as well as for all such costs and
expenses reasonably incurred by the Executive in connection with
entering and/or enforcing the award rendered by the arbitrator. Except
as necessary in court proceedings to enforce this arbitration provision
or an award rendered hereunder, or to obtain interim relief, neither a
party nor an arbitrator may disclose the existence, content or results
of any arbitration hereunder without the prior written consent of
Company.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be duly executed and Executive has hereunto set his hand, as of the date first
set forth above.
HANDY & XXXXXX
By: /s/ Xxxx X. Xxxxx
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As Its: Sr. Vice President and General Counsel
By: /s/ Xxxxxxx X. Xxxxxx
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Executive
