THE TOPPS COMPANY, INC.
XXX XXXXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
May 27, 1998
Xx. Xxxxxx X. Xxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx:
The Topps Company, Inc. (the "Company") hereby agrees with you to the following
amendment to your Employment Agreement with the Company, dated as of October 28,
1991, as amended on May 18, 1994, May 19, 1995, May 22, 1996 and May 22, 1997
(the "Agreement") (the amendments to the Agreement hereafter referred to as the
"Amendments").
This will confirm your agreement to the limited reduction of your annual base
salary for calendar year 1998 by $246,000 in consideration for the Company
granting to you options for an additional 246,000 shares of common stock of the
Company. This limited reduction will entitle you to an annual base salary during
1998 equal to $576,000.
The amendment set forth herein shall apply only to your annual base salary for
the 1998 calendar year, shall be limited precisely as written and shall not be
deemed to be a modification or waiver of any right or remedy which the parties
hereto may now have or may have in the future under or in connection with the
Agreement, the Company's Pension Plan, as supplemented by the supplemental
pension benefit arrangement between the Company and you as set forth in the
letter agreement dated May 19, 1986, as amended on May 18, 1994 (the "Pension
Agreement") or the Company's Incentive Bonus Plan for fiscal year 1999 (the
"Bonus Plan"), including, without limitation, (I) the right to have termination
payments required to be made under Section 7 of the Agreement calculated to
include all salary increases required to have been provided under the terms of
the Agreement, without regard to the limited waivers of such increases made by
the Amendments, or the reduction provided for in this amendment, (ii) the right
to have benefits required to be made under the Pension Agreement calculated to
include your 1998 salary with the reduction provided for in this amendment, or
(iii) the right to have you bonus opportunity and consequential bonus amount
under the Bonus Plan calculated to include your 1998 salary without the
reduction provided for in this amendment. Except as provided herein, the
Agreement shall remain unchanged and in full force and effect. This Amendment
may be executed in counterparts, which taken together shall constitute one and
the same amendatory instrument.
This Amendment shall be governed by and construed and enforced in accordance
with the laws of the State of New York.
Very truly yours,
THE TOPPS COMPANY, INC.
By:_______________________ __________________________
Xxxxxx X. Xxxxxx
