AMENDMENT NUMBER TWO
to the
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER TWO (the "Amendment") dated as of the
1st day of November, 2001, to the Amended and Restated Employment
Agreement between F. Xxxxxx Xxxxxxxxx ("Executive") and Viskase
Companies, Inc. (formerly known as Envirodyne Industries, Inc. and
hereinafter referred to as the "Company") dated as of the 27th day of
March, 1996, as amended by the Amendment thereto dated as of the 30th
day of August, 2001 (as so amended, the "Agreement"), is entered into
between Executive and the Company (hereinafter together referred to as
the "parties").
WHEREAS, pursuant to Section 7 of the Agreement, Executive
has the right to terminate his employment with the Company for Good
Reason, which is defined to include, among other things, that there
shall have occurred a Change in Control; and
WHEREAS, one or more Changes in Control have occurred on or
before the date hereof; and
WHEREAS, Executive and the Company would like to further
define Executive's rights under Section 7 of the Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants of the parties contained herein, the parties agree to amend
the Agreement as follows:
Section 1: Definitions. Capitalized terms used herein but
not otherwise defined shall have the meanings ascribed to them in the
Agreement.
Section 2. Amendment.
(a) The following provisions shall be added after the last
sentence of Section 7(f) of the Agreement:
With respect to a termination of Executive's employment by
Executive for Good Reason pursuant to Section 7(d)(1)(vi) for
Changes in Control which may have occurred on or prior to the date
hereof, Executive may provide the Company with a Notice of
Termination by no later than November 1, 2002. With respect to a
termination of Executive's employment by Executive for Good Reason
pursuant to Section 7(d)(1)(vi) for Changes in Control occurring
after the date hereof, Executive may provide the Company with a
Notice of Termination for each such Change in Control by no later
than the one year anniversary of such Change in Control.
(b) The following provision shall be added as Section 20 of
the Agreement:
20. Attorneys' Fees and Costs. The Company agrees to pay
all costs and expenses, including attorneys' fees, which may be
incurred by Executive in enforcing this Agreement against the
Company or in connection with any contest of the validity or
enforceability of this Agreement by the Company or any third
party, including without limitation any rejection of this
Agreement in any bankruptcy or similar procedure.
Section 3. Choice of Law. This Amendment shall be governed
by, and construed and enforced in accordance with, the laws of the
State of Illinois, without giving effect to the conflict of law
principles thereof.
Section 4. Effectiveness. Except as expressly modified
above, all other terms, conditions and provisions of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be signed as of the first date written above.
VISKASE COMPANIES, INC.
By: -----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & CFO
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F. Xxxxxx Xxxxxxxxx
