EXHIBIT 6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is made
and entered into as of December 19, 2000, by and between Xxxxxxx.xxx, Inc., a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxx, an individual residing
in Van Buren, Arkansas (the "Executive"), and the effective date (the "Effective
Date") of this First Amendment shall be the date of the Closing (as defined in
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December
19, 2000, by and among Wolters Kluwer U.S. Corporation, a Delaware corporation
("Parent"), LL Acquisition Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Parent ("Purchaser"), and the Company), or if
earlier, the date on which the shareholders of the Company approve the Merger
Agreement and the transactions contemplated thereby.
W I T N E S S E T H:
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of June 17, 1999 (the "Agreement"); and
WHEREAS, as an inducement to the Parent and the Purchaser to enter into the
Merger Agreement and consummate the transactions contemplated thereby, Executive
has agreed to enter into this First Amendment to amend the Agreement to provide
for Executive's continued employment with the Company following the Merger and
eliminate Executive's right to terminate his employment and receive severance
for any reason or for no reason following the Merger; and
WHEREAS, the parties acknowledge and agree that on the Effective Date, the
terms of this First Amendment shall amend the Agreement between Executive and
the Company;
NOW, THEREFORE, IN CONSIDERATION of the premises and the benefits to be
received by Executive upon consummation of the Merger, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Paragraph 8(a) of the Agreement is deleted and replaced in its entirety
by the following:
"(a) A "Termination Event" shall be deemed to have occurred if at any
time within 12 months after a Change in Control, the Company or any
successor thereto terminates Executive's employment for any reason other
than for (A) Cause, (B) Disability or (C) death."
2. In all other respects the Agreement shall remain in full force and
effect.
3. Notwithstanding the date of this First Amendment, the terms and
provisions of and rights and obligations under this First Amendment shall become
effective on the Effective Date. In the event the Merger is not consummated,
this First Amendment shall become null and void and have no further force or
effect.
4. APPLICABLE LAW. This First Amendment shall be governed and construed in
accordance with the laws of the State of Arkansas without regard to the
principles of conflicts of laws thereof.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on its behalf by its duly authorized officer, and Executive has
executed this First Amendment, as of the date first set forth above.
EXECUTIVE
/s/ XXXX X. XXXXXX
--------------------------------------
XXXXXXX.XXX, INC.
By: /s/ XXXX X. XXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chairman and C.E.O.
--------------------------------------
