Exhibit 10.31
1995 AMENDMENT
TO
EMPLOYMENT AGREEMENT
This is an amendment, dated as entered below, to the Employment Agreement
(the "Agreement") which was made the 271h day of May 1993 by and among RJR
Nabisco Holdings Corp., a Delaware corporation ("Holdings"), RJR Nabisco, Inc.,
a Delaware corporation and an indirect subsidiary of Holdings (the "Company")
and Xxxxxxx X. Xxxxxx ("Executive").
RECITALS
--------
In consideration of Executive being given the opportunity to receive an
increased amount of compensation for the fiscal year ending December 31, 1995,
and Holdings and the Company being able to provide more effective incentives to
the performance of Executive, it is agreed by and between the parties as
follows:
a) Section 3.1 of the Agreement shall be amended in its entirety
for the fiscal year ending December 31, 1995, as follows:
"3.1 Salary. The Company shall pay executive a Base
------
Salary at the rate of $600,000 per annum for the
period ending December 31, 1995."
Nothing in this Amendment shall cause Section 3.1 of the
Agreement to be amended for the fiscal years ending December
31, 1996 or 1997, or to remove the obligation of the Company
to increase the Base Salary rate 6% each January 1 of such
years compounded annually from a base of $1,200,000 in 1993.
b) Sections 3.2(a), (b) and (c) of the Agreement shall be amended
in their entirety as follows:
"3.2 Annual Bonus. In addition to his Base Salary,
------------
executive shall be entitled for the fiscal year
ending December 31, 1995, to be granted Performance
Units pursuant to the Performance Unit Agreement
appended hereto as Attachment 1. The value of
Performance Units shall be determined by Cash Net
Income for 1995, as specified in the Performance Unit
Agreement and attachments thereto. For this purpose,
"Cash Net Income" means Cash Net Income from
continuing operations, determined without regard to
the effect of any unanticipated major financial or
corporate event or any change in accounting standards
that may be required or permitted by the Financial
Accounting Standards Board. This award shall be in
lieu of any award under the Company's Annual
Incentive Award Plan for the fiscal year ending
December 31, 1995.
Nothing in this Amendment shall cause Sections 3.2(a), (b) or
(c) of the Agreement to be amended for the fiscal year ending
December 31, 1996 or 1997.
RJR NABISCO HOLDINGS CORP.
BY /s/
----------------------------
Executive Vice President
RJR NABISCO HOLDINGS CORP.
BY /s/
----------------------------
Executive Vice President
BY /s/ Xxxxxxx X. Xxxxxx
----------------------------
Executive Vice President
Date: 2-15-95
--------
