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Exhibit 10.1
AMENDMENT TO AGREEMENT OF EMPLOYMENT
THIS AMENDMENT TO AGREEMENT OF EMPLOYMENT is made and entered into as
of September 1, 1999 by and between XXXXXXX PIANO & ORGAN COMPANY, a Delaware
corporation having its principal office at 0000 Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxx, Xxxx 00000-0000 (the "Company") and XXXXX X. XXXXXXXXX (the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee is currently employed as the Company's Chairman
of the Board of Directors, Chief Executive Officer and President pursuant to an
Agreement of Employment dated as of June 19, 1997 (the "Employment Agreement");
and
WHEREAS, the Company and the Employee mutually desire to continue the
employment of the Employee as the Company's Chairman of the Board of Directors,
Chief Executive Officer and President; and
WHEREAS, the Company and the Employee mutually desire to make certain
amendments to the Agreement to set forth the mutual understandings as to the
terms and conditions of the Employee's continued employment by the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree to amend the existing Employment Agreement
in the following respects:
1. AMENDMENT TO SECTION 3 - TERM.
The existing Section 3 shall be deleted in its entirety and replaced
with the following:
3. TERM. Employee's term of employment with the Company pursuant
to this Agreement shall begin as of September 1, 1999 (the
"Commencement Date") and shall continue through August 31,
2002, and, thereafter, without a specified term, until
terminated by the Company or Employee pursuant to Section 5
hereof.
2. AMENDMENT TO SUBSECTION 4.4 - RESTRICTED STOCK.
The existing subsection 4.4(e) shall be deleted in its entirety and
replaced with the following:
(e) By grant dated March 29, 1999, the Employee was awarded 10,000
additional shares of Restricted Stock, which vest on January
2, 2002. In the discretion of the Committee, the Employee may
receive additional grants of Restricted Stock. All restricted
stock grants, whether currently outstanding or made in the
future, shall be included within the term "Restricted Stock"
for the purposes of subsections 4.4(b), (c) and (d) hereof.
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3. AMENDMENT TO SUBSECTION 5.1 - TERMINATION OF AGREEMENT- WITHOUT CAUSE.
The existing Subsection 5.1 shall be deleted in its entirety and
replaced with the following:
5.1 Without Cause. The Company may terminate Employee's employment
at any time, whether or not for cause (as "cause" is defined
in Section 5.2. below). In the event the Company terminates
Employee's employment without cause, as severance, the Company
will continue to pay Employee her normal monthly salary for
thirty-six (36) months following Employees' termination, less
required withholdings and deductions, provided, however, that
at the option of the Employee, the payments to be provided for
hereunder shall be paid in a single lump sum payment, to be
paid not later than thirty (30) days after the Employee's
termination of employment, provided further, that the amount
of such lump sum payment shall be determined by taking the
severance payments to be made and discounting them to their
Present Value, as defined in Employee's Change in Control
Agreement. In the event the Company terminates Employee's
employment without cause, the Company shall also pay the cost
of out-placement services for Employee, up to an amount equal
to 15% of Employee's annual bases salary at the time of
Employee's termination of employment. The Company shall have
no further obligation to the Employee beyond the above
payments.
4. AMENDMENT TO SUBSECTION 5.5.
The existing Subsection 5.5 shall be deleted in its entirety and
replaced with the following:
5.5 (a) By Employee Prior to December 1, 2001. If Employee
terminates her employment with the Company for any reason,
other than pursuant to all provisions described in Section
5.5(b) hereof, Employee shall receive her salary through the
effective date of termination and all incentive payments
earned but not yet paid to Employee prior to such date, and
the Company shall have no further obligation to Employee other
than as set forth in Section 4.4 hereof. Such amounts shall be
paid by the Company within thirty (30) days from the effective
date of such termination.
5.5 (b) By Employee Subsequent to December 1, 2001 with Notice. If
Employee terminates her employment with the Company for any
reason:
(i) pursuant to a written notice delivered to the
Board of Directors on or after December 1, 2001; and
(ii) such termination is effective on a date no less
than nine (9) months after the receipt by the Board
of Directors of such written notice; and
(iii) no circumstances which would consititute
"cause" as defined in Section 5.6 hereof exist prior
to the effective date of the termination of
employment; and
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(iv) Employee continues to devote her full-time
efforts to her responsibilities, as provided in
Section 1 hereof, during the time between delivery of
the written notice and the effective date of the
termination of employment; and
(v) Employee cooperates with the Board of Directors
in good faith to recruit a qualified successor and,
if recruited, to accomplish an effective transition;
then, within ten (10) days of the effective date of
termination of employment, the Company shall pay Employee the
same severance benefit as is provided in Section 5.1 hereof.
5. REFERENCES TO THIS AGREEMENT AND OTHER AGREEMENTS.
Any reference to this Agreement or Employment Agreement shall mean the
Employment Agreement, as amended by this amendment. Any references to
the Change in Control Agreement, as defined in Section 5.6, shall refer
to such Change in Control Agreement, as amended.
6. REAFFIRMATION.
Except as expressly modified in this Amendment, the Company and the
Executive hereby ratify and confirm each and every provision of the
Employment Agreement.
7. SEVERABILITY.
If any provision of the Employment Agreement, as amended by this
Amendment, is held to be unenforceable for any reason, the remainder of
this Employment Agreement shall, nevertheless, remain in full force and
effect.
8. ENTIRE AGREEMENT.
The terms and provision of the Employment Agreement and this Amendment
constitute the entire agreement between the Company and the Executive
with respect to the subject matter hereof. This Amendment may be
amended or modified only by a written instrument executed by the
Company and the Executive.
9. GOVERNING LAW.
This Amendment shall be governed in all respects by the law of the
State of Ohio.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
XXXXXXX PIANO & ORGAN COMPANY
By: /s/ Xxxxxxx Xxxxxxx
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Printed Name: Xxxxxxx Xxxxxxx
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Title: Director
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EMPLOYEE
/s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX
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