SECOND AMENDMENT, dated as of October 3, 1996 to Agreement dated as of
July 22, 1992, as amended by the First Amendment dated February 24,
1994 (as so amended, the "Agreement") between XXXXXXX & XXXXXX PRODUCTS
CO. (which was formerly named Xxxxxxx & Xxxxxx Corporation) (the
"Company") and XXXXXX X. XXXXXX ("Employee").
WHEREAS, the Company and Employee desire to amend the Agreement as
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
hereto hereby agree as follows:
1. Section 3.2 of the Agreement is hereby amended by restating paragraph
(b) thereof to read in its entirety as follows:
"(b) Employee's target bonus with respect to any fiscal year
of the Company under all bonus plans in effect for such year and applicable
to Employee pursuant to Section 3.2 (a) shall be in the aggregate 100% of
his annual base pay (the "Target Bonus") and his maximum bonus with respect
to any fiscal year of the Company shall be in the aggregate 200% of his
annual base pay. Subject to the provisions of such plans and to this
Section 3.2, Employee shall receive the Target Bonus with respect to any
fiscal year in which the Company achieves all the goals set by the
Compensation Board for such year."
2. The validity, interpretation and performance of this
Amendment shall be governed by the laws of the State of New York, regardless of
the laws that might be applied under applicable principles of conflicts of laws.
Each of the parties hereby waives any right such party may have to a trial by
jury.
3. All references in the Agreement to this "Agreement" shall
mean the Agreement, as amended hereby. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
/s/ Xxxxxx X. Xxxxxx [L.S.]
XXXXXX X. XXXXXX
XXXXXXX & XXXXXX PRODUCTS CO.
By /s/ Xxxxxxx X. Xxxxxxxxxxxx
Title: Co-Chairman
By /s/ Xxxxx X. Xxxxxxxx
Title: Co-Chairman
