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Exhibit 10.67
ADDENDUM TO EMPLOYMENT AGREEMENT
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This Addendum amends the Employment Agreement (the "Agreement") entered
into as of December 17, 1998 among Xxxx National Corporation, a Delaware
corporation ("Parent"), Xxxx National Group, Inc., a Delaware corporation, Xxxx
Vision Corporation, a Delaware corporation, Pearle, Inc., a Delaware corporation
and Things Remembered, Inc., a Delaware corporation, and Xxxxxxx X. Xxxx, an
individual residing in the State of Ohio ("Xxxx").
For purposes of Section 4(e) of the Agreement, the provision by Parent
of $4,000,000 of insurance through a Split-Dollar Agreement entered into by
Parent on June 4, 1999 with Xx Xxxxxxx, as Trustee of the Xxxxxxx X. Xxxx
Insurance Trust, shall satisfy the Parent's obligations under such Section. The
Split-Dollar Agreement provides for payment of premiums by the Parent, including
acceleration of such premiums upon termination of Xxxx under the Agreement
without cause, or upon a "change of control" as that term is defined in Section
6(c) of the Agreement, and that Parent shall protect Xxxx and the Trustee
against income taxes and gift taxes arising from the foregoing events, as well
as any action taken by Parent to cause the policy issued to the Trustee to be
treated as a modified endowment contract under the Internal Revenue Code. Any of
the foregoing events or actions shall constitute a "Payment" under the
provisions of Section 7 of the Agreement. In addition, Parent shall create a
grantor trust which, upon the occurrence of a threatened change of control or
upon the termination of Xxxx under the Agreement without cause, shall be funded
with an amount sufficient to enable the Trustee of such Trust to pay such amount
to the Xxxxxxx X. Xxxx Insurance Trust and thus enable such Insurance
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Trust to provide the Trust with fully paid up life insurance coverage to Xxxx'x
age 95, plus any additional payments to protect Xxxx and the Trust as provided
in the preceding sentence.
This Addendum has been executed by the parties on June 4, 1999.
XXXX NATIONAL CORPORATION
By:/s/ Xxxxxx X. Xxxx
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Title: Senior Vice President
XXXX NATIONAL GROUP, LNC.
By:/s/ Xxxxxx X. Xxxx
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Title: Senior Vice President
PEARLE, INC.
By:/s/ Xxxxxx X. Xxxx
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Title: Senior Vice President
XXXX VISION CORPORATION
By:/s/ Xxxxxx X. Xxxx
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Title: Senior Vice President
THINGS REMEMBERED LLNU.
By:/s/ Xxxxxx X. Xxxx
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Title: Senior Vice President
/s/ XXXXXXX X. XXXX
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XXXXXXX X. XXXX
