EXHIBIT 10.26
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
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THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Amendment") is
made as of the 7th day of December, 2001 by and between CIRCOR, Inc., a
Massachusetts company (the "Company") and Xxxxx X. Xxxxx, Xx. ("Executive").
WHEREAS, the Company and the Executive are parties to that certain
Executive Employment Agreement made as of the 16th day of September, 1999 (the
"Agreement") pursuant to which the Executive serves as the President and member
of the Board of Directors of the Company and the Chairman of the Board, Chief
Executive Officer and President of CIRCOR International, Inc., a Delaware
corporation of which the Company is a wholly-owned subsidiary (the "Parent");
and
WHEREAS, the Company, Parent and Executive desire to amend the Agreement
solely to the extent set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 6(e) Termination by Executive defines "Good Reason" for the
purpose of the Agreement to mean that Executive has complied with the "Good
Reason Process" (hereinafter defined) following the occurrence of any of the
following events: (A) a substantial diminution or other substantive adverse
change, not consented to by Executive, in the nature or scope of Executive's
responsibilities, authorities, powers, functions or duties; (B) any removal,
during the Period of Employment, from Executive of his titles of Chief Executive
Officer and President of the Parent; (C) an involuntary reduction in Executive's
Base Salary except for across-the-board reductions similarly affecting all or
substantially all management employees; (D) a breach by the Company of any of
its other material obligations under this Agreement and the failure of the
Company to cure such breach within thirty (30) days after written notice thereof
by Executive; or (E) the involuntary relocation of the Company's offices at
which Executive is principally employed or the involuntary relocation of the
offices of Executive's primary workgroup to a location more than thirty (30)
miles from such offices, or the requirement by the Company that Executive be
based anywhere other than the Company's offices at such location on an extended
basis, except for required travel on the Company's business to an extent
substantially consistent with Executive's business travel obligations. That
definition is hereby deleted and replaced with the following definition:
For purposes of this Agreement, "Good Reason" shall mean that
Executive has complied with the "Good Reason Process" (hereinafter
defined) following the occurrence of any of the following events:
(A) a substantial diminution or other substantive adverse change, not
consented to by Executive, in the nature or scope of Executive's
responsibilities, authorities, powers, functions or duties; (B) any
removal, during the Period of Employment, from Executive of his titles
of Chief Executive Officer and President of the Parent; (C) an
involuntary reduction in Executive's Base Salary except for
across-the-board reductions similarly affecting all or substantially
all management employees; (D) a breach by the Company of any of its
other material obligations under this Agreement and the failure of the
Company to cure such breach within thirty (30) days after written
notice thereof by Executive; (E) the involuntary relocation of the
Company's offices at which Executive is principally employed or the
involuntary relocation of the offices of Executive's primary workgroup
to a location more than thirty (30) miles from such offices, or the
requirement by the Company that Executive be based anywhere other than
the Company's offices at such location on an extended basis, except
for required travel on the Company's business to an extent
substantially consistent with Executive's business travel
obligations.; or (F) a reduction in Executive's annual incentive
compensation opportunity below the annual incentive compensation
opportunity most recently in effect for Executive prior to the Change
in Control as determined by the Board or a Committee thereof.
2. Section 8(a)(i) is hereby deleted in its entirety and replaced with
the following:
If within eighteen (18) months after the occurrence of the first event
constituting a Change in Control, Executive's employment is terminated
by the Company without Cause as provided in Subparagraph 6(d) or
Executive terminates his employment for Good Reason as provided in
Subparagraph 6(e), then the Company shall pay Executive a lump sum in
cash in an amount equal to three (3) times the sum of (A) Executive's
current Base Salary plus (B) Executive's highest annual incentive
compensation under Subparagraph 3(a) in the three (3) immediately
preceding fiscal years, excluding any sign-on bonus, retention bonus
or any other special bonus. Such lump sum cash payment shall be paid
to Executive within thirty (30) days following the Date of
Termination; and
3. Section 8(iii) is hereby deleted in its entirety and replaced with the
following:
Executive shall be fully vested in his accrued benefit under the SERP
as of the Date of Termination and shall be credited with an additional
thirty-six (36) months of Benefit Service under the SERP; and
4. Section 8(a)(iv) is hereby deleted in its entirety and replaced with
the following:
The Company shall, for a period of three (3) years commencing on the
Date of Termination, pay such health insurance premiums as may be
necessary to allow Executive, Executive's spouse and dependents to
continue to receive health insurance coverage substantially similar to
the coverage they received prior to the Date of Termination.
5. A new Section 8(a)(v) is hereby added to the Agreement as follows:
(v) In addition, the Company shall, for a period of three (3) years
commencing on the Date of Termination, pay or promptly reimburse
Executive for expenses incurred for leasing an automobile (the
"Leasing Allowance") in an amount equal to the Leasing Allowance that
Executive was entitled to receive from the Company in accordance with
the Leasing Allowance policies and procedures then in effect prior to
the Date of Termination.
6. Except as specifically amended hereby, the Agreement remains in full
force and effect according to its terms.
7. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the day and year first written above.
CIRCOR INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Compensation Committee/Board of
Directors
EXECUTIVE
/s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
