EXHIBIT 10(h)(2)
AMENDMENT NO. 1
To
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 dated as of October 1, 1999 to EMPLOYMENT AGREEMENT dated as of
April 8, 1996 (the "Employment Agreement") between XXXX CORPORATION (formerly
named Xxxx Manufacturing Co.), a Pennsylvania corporation (the "Company"), and
Xxxxxx X. Xxxxxxxx (the "Executive").
WITNESSETH IT THAT:
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its shareholders to amend certain
provisions of the current Change in Control Agreements which it has entered into
with Executive and other officers (Executive's Change in Control Agreement
having been incorporated in his Employment Agreement rather than in a separate
Change of Control Agreement); and
WHEREAS, Executive is in agreement with the amendment of such
provisions.
THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be legally bound hereby, the Company and the Executive agree as
follows:
1. The Employment Agreement is hereby amended in the following
respects:
(a) the date set forth in Section 4.5(a)(i) is changed from
December 31, 1999 to December 31, 2004;
(b) the date set forth in Section 4.5(b)(ii) is changed from
June 1, 1996 to October 1, 1999; and
(c) the date set forth in Section 4.5(d)(v)(2) is changed from
June 1, 1996 to October 1, 1999.
2. Except as expressly amended in Section 1 of this Amendment, the
Employment Agreement shall remain in full force and effect as
originally executed.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, and attested
to by its Secretary or Assistant Secretary, all as of the day and year first
above written.
EXECUTIVE
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
XXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its Senior Vice President, Finance
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(Principal Financial Officer)
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ATTEST:
/s/ Xxxxxx Xxxxxxx
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Secretary or Assistant Secretary