EXHIBIT 10.2
AMENDMENT TO SPECIAL RETENTION AGREEMENT
This Amendment (the "Amendment") is made this 25th day of July, 2003
(the "Effective Date"), in order to amend certain terms of the Special Retention
Agreement, dated September 9, 2002 (the "Retention Agreement") by and between
Houghton Mifflin Company (the "Company") and Xxxxx Xxxxx (the "Executive"), as
previously amended by the letter agreement dated as of September 17, 2002
between the Company and the Executive (the "Letter Agreement" and together with
the Retention Agreement the "Agreement"). Capitalized terms not otherwise
defined herein will have the meaning give to them in the Agreement.
In consideration of the mutual covenants herein contained, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Transaction Retention Payment. The last sentence of Section 2(B) of the
Retention Agreement (Transaction Retention Payment) will be amended to read in
its entirety as follows:
"The two Relevant Dates and the amount of the Transaction Retention
Payment with respect to each Relevant Date are as follows: (i) the
one-month anniversary of the Transaction Date - twenty percent (20%) of
the Total Retention Bonus; and (ii) October 31, 2003 - eighty percent
(80%) of the Total Retention Bonus."
2. Continuation of Health Benefits. The second paragraph of the Letter
Agreement (Continuation of Health Benefits), will be amended to read in its
entirety as follows:
"If your employment is terminated during the 'Term' of your Retention
Agreement (a) on or prior to October 31, 2003 by the Company without
"Cause" or by you with "Good Reason" (as those terms are defined in
your Retention Agreement), or (b) after October 31, 2003 by the Company
without "Cause" or by you with or without "Good Reason" (provided that
you give the Company at least 30 days prior notice of your departure if
you terminate your employment without Good Reason) then, for the
two-year period immediately following the termination of your
employment (the "Benefit Period"), the Company will provide you with
medical, dental, and vision benefits substantially similar to those
which are provided to the active employees of the Company from time to
time in accordance with the cost schedule which applies to those
employees from time to time. To the extent comparable benefits are made
available to you at comparable cost (or less) during the Benefit
Period, the benefits you would otherwise receive from the Company will
be reduced (and you are to report any such benefits to the Company).
3. Except as set forth in this Amendment, the Agreement remains in full
force and effect. This Amendment, the Agreement and the letter dated as
of the date hereof from the Company to the Executive represent the
parties' final and mutual understanding with regard to its subject
matter and replace and supercede any prior agreements or understandings
between Executive and the Company, whether written or oral, with regard
to compensation, benefits, termination, severance or any terms of
employment. All prior agreements of the parties hereto in respect of
the subject matter contained herein is
hereby terminated and canceled. This Amendment may not be modified or
replaced except by another signed written agreement.
IN WITNESS WHEREOF, the parties intending to be legally bound, have caused this
Amendment to be signed.
HOUGHTON MIFFLIN COMPANY
By: /s/ Xxxxxx Xxxxxxx
_________________________________
Name: Xxxxxx Xxxxxxx
Title: Acting Chief Executive Officer,
Executive Vice President and Chief
Operating Officer
XXXXX XXXXX
/s/ Xxxxx Xxxxx
________________________________
