SECOND AMENDMENT
TO JUNE 21, 1993 LETTER AGREEMENT
THIS SECOND AMENDMENT to the June 21, 1993 letter agreement, as amended
(the "Second Amendment") is entered into as of this 6th day of April, 1998,
by and between BLESSINGS CORPORATION, a Delaware corporation (the "Company"),
and XXXXXX X. XXXXXX (the "Key Executive").
WHEREAS, the Board of Directors of the Company (the "Board") has
heretofore provided certain severance benefits as outlined in a letter
agreement dated June 21, 1993, as amended, and provided certain other stock
options and payments to the Key Executive, with the specific intent of both
the Company and the Key Executive that, in the event of a change in control
of the Company, the payments and benefits to the Key Executive would not
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code.
Therefore, the parties hereby agree to implement a procedure to avoid
any payments to the Key Executive which could be considered an excess
"parachute payment" for purposes of said Section 280G of the Internal Revenue
Code. The parties agree to modify all existing employment agreements and
benefits to which the Key Executive is entitled. Accordingly, and
notwithstanding any other provision of the referenced agreements and/or any
other agreement, plan or entitlements to which the Key Executive is entitled,
it is agreed that in no event shall the present value of all contract
benefits payable to the Key Executive exceed 2.99 times the base amount of
the average annual compensation, as determined under Section 280G of the
Internal Revenue Code and the regulations thereunder, and the Key Executive
shall be afforded the discretion as to which of the benefits to which he is
entitled may be waived or reduced so as to
ensure that the payments received by the Key Executive, in the aggregate, do
not constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code.
All determinations required to be made under this Agreement, including
whether payments would be excess "parachute payments" and the assumptions to
be utilized in arriving at such determinations, shall be made by the public
accounting firm that serves as the Company's auditors (the "Accounting
Firm"), which shall provide detailed supporting calculations both to the
Company and Key Executive within fifteen (15) business days after the Change
in Control, or such earlier time as is requested by the Company. In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Key
Executive shall designate another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then
be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company.
The Company reaffirms all of the other provisions and terms of all the
other employment agreements heretofore in existence, except as modified
herein.
WITNESS the following signatures and seals this 6th day of April, 1998.
BLESSINGS CORPORATION
By: (SEAL)
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Xxxx X. XxXxxxxx
Chairman, Board of Directors
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KEY EXECUTIVE:
(SEAL)
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Xxxxxx X. Xxxxxx
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