Exhibit 10-12
AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
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This Amendment dated January 29, 2003 (this "Amendment") is made to the
Employment and Non-Competition Agreement dated as of November 5, 1997 (the
"Agreement") between Elgin National Industries, Inc., a Delaware corporation,
and all related and affiliated entities, successors and assigns now in existence
or hereinafter created ("ENI"), and Xxxxxxx X. Xxxx ("Xxxx").
WHEREAS, Section 4(b) of the Agreement provides that ENI shall pay Hall a
management incentive bonus each fiscal year during the Term (as defined in the
Agreement); and
WHEREAS, as an inducement to Hall to continue his employment with ENI
pursuant to the Agreement, the parties wish to execute this Amendment to
establish the specific terms of the incentive bonus for the fiscal years 2003
and later, which terms shall be identical to the terms governing the incentive
bonus for the fiscal years of ENI 1997 through 2002.
NOW, THEREFORE, it is hereby agreed as follows:
1. Preamble; Recitals. The preamble and recitals set forth above are
incorporated in and form a part of this Amendment.
2. Amendment. Section 4(b) of the Agreement is hereby amended by adding
the following as the last sentence thereto: "For each fiscal year of
ENI beginning with the 2003 fiscal year and continuing for each fiscal
year until the expiration of the Term or earlier termination of this
Agreement, Hall shall be entitled to receive an Incentive Bonus equal
to 1.50% of ENI's EBITDA for such fiscal year, to be paid as provided
above in this Section 4(b)."
3. Full Force and Effect. The Agreement, as amended hereby, continues in
full force and effect.
4. Counsel. Hall acknowledges that he has been advised to obtain separate
legal counsel to review this Amendment and advise him regarding the
legal consequences of the same. Mayer, Brown, Xxxx & Maw has drafted
this Amendment as counsel for ENI with Hall's consent. Although Mayer,
Brown, Xxxx & Maw has represented Hall previously in other matters not
involving the Agreement, Mayer, Brown, Xxxx & Maw is not acting as
attorney for Hall with respect to this Amendment. Mayer, Brown, Xxxx &
Maw shall be under no obligation to maintain the confidentiality from
ENI of any matter communicated to it by Hall with respect to this
Amendment.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Amendment to be duly executed as of the date and year
first above written.
ELGIN NATIONAL INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
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Title: Vice President
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/s/ XXXXXXX X. XXXX
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