EXHIBIT 10.21
AMENDMENT NO. 1 TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This Amendment No. 1 to Supplemental Executive Retirement Agreement
(this "Amendment"), made and entered into as of this 23rd day of September
1998, by and between UNOVA, Inc., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxx, its Chairman and Chief Executive Officer (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive have previously entered into a
certain Supplemental Executive Retirement Agreement dated as of October 31,
1997 (the "Retirement Agreement"), and
WHEREAS, the Company and the Executive deem it desirable that the
Retirement Agreement be amended as hereinafter set forth;
NOW THEREFORE, the Company and the Executive hereby agree as follows:
1. Section 2.6 of the Retirement Agreement is hereby amended so that
said Section 2.6 shall read in its entirety as follows:
SECTION 2.6. "BONUS" or "BONUSES" shall mean the full amount of the
bonus or similar cash incentive determined and awarded to the Executive by
the Committee (or any other body or individual having authority to award such
Bonus) with respect to any given fiscal year or portion thereof and shall be
deemed, for purposes of the calculation of Average Earnings, to have been
paid by the Company to the Executive in equal monthly installments during the
fiscal year or portion thereof with respect to which the Bonus was awarded
under Company-sponsored, formal or informal, incentive compensation or bonus
plans, excluding, however, any payments under stock-based option or award
plans; provided, however, that, for purposes of calculating Average Earnings
any portion of a Bonus, the payment of which is deferred at the election of
the Executive, shall be treated as having been paid in equal monthly
installments during the fiscal year or portion thereof with respect to which
the Bonus was awarded, notwithstanding such elected deferral, and payment of
the deferred portion shall be disregarded for purposes of calculating Average
Earnings. "Bonus or Bonuses" shall not include any bonus, commission or fee
paid to the Executive for the accomplishment of a particular non-ordinary
course transaction or circumstance as determined by the Committee prior to or
at the time of the award thereof.
2. Except as specifically amended hereby, each and every term of the
Retirement Agreement is hereby ratified, approved, and confirmed.
3. This Amendment shall be deemed effective for all purposes on and as
of the date hereof.
4. This Amendment shall be governed by the laws of Delaware.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
UNOVA, INC.
By: _____________________________________
Title: __________________________________
_________________________________________
Xxxxx X. Xxxxx
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