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Exhibit 10-J(8)
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12/9/96
AMENDMENT NO. 3 DATED DECEMBER 9, 1996
TO AGREEMENT DATED DECEMBER 14, 1992
BETWEEN XXXX CORPORATION AND SOUTHWOOD X. XXXXXXX
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WHEREAS, the parties have entered into an agreement dated December 14,
1992 (the "Agreement"); and
WHEREAS, the parties have agreed to make an amendment to the Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration from each party to the other,
it is hereby mutually agreed by the parties that, effective December 9, 1996:
1. Amend Section 3(b) to read in its entirety as follows:
"(b) ADDITIONAL COMPENSATION. So long as the Executive is
employed by the Corporation, he shall be eligible to receive
(i) annual short-term incentive awards or bonuses and (ii)
such long-term incentive awards or bonuses as relate to award
cycles that commenced prior to 1992 (such award or bonus is
hereinafter referred to as "Short-Term Award" or "Long-Term
Award" and such aggregate awards or bonuses for each year are
hereinafter referred to as the "Annual Bonus") from the Xxxx
Corporation Additional Compensation Plan, and from any
successor or replacement plan (the Xxxx Corporation Additional
Compensation Plan and such successor or replacement plans
being referred to herein collectively as the "ACP"), in
accordance with the terms thereof; PROVIDED, HOWEVER, that,
with respect to each fiscal year of the Corporation ending
during the Change of Control Period, the Executive shall be
awarded (whether under the terms of the ACP or otherwise) an
Annual Bonus in an amount that shall not be less than fifty
percent (50%) of his Annual Base Salary rate in effect on the
last day of such fiscal year (which amount shall be prorated
if such fiscal year shall be less than 12 months) (the "Target
Annual Bonus"). Each Annual Bonus shall be paid no later than
the end of the third month of the fiscal year next following
the fiscal year for which the Annual Bonus is awarded, unless
the receipt of such Annual Bonus is deferred in accordance
with the terms of the ACP."
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Except as hereinabove amended, all provisions of the Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as of December 9, 1996.
XXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Secretary
By: /s/ X.X. Xxxxxx
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Chairman-Compensation Committee
ATTEST:
/s/ Xxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxxxx
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Secretary Southwood X. Xxxxxxx
