EXHIBIT 10.46
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT
This Amendment No. 1 to the Change in Control by and between Bway
Corporation (the "Company") and Xxxx-Xxxxxx X. Xxxxx ("Executive")(collectively,
the "Parties"), is entered into and effective as of the 1st of January, 2002
(the "Effective Date").
WHEREAS, Executive is currently employed as Chief Executive Officer and
Chairman of the Board of Directors of the Company pursuant to an Employment
Agreement between the Company and Executive effective January 1, 2000 (the
"Employment Agreement");
WHEREAS, the Company and Executive have entered into a letter
agreement, dated August 30, 2001, whereby Executive may be entitled to enhanced
benefits upon a change in control of the Company (the "Change in Control
Agreement");
WHEREAS, the Company and Executive desire to modify the Change in
Control Agreement, which modification shall be contemporaneous with the
effectiveness of this Amendment No. 1 to the Change in Control Agreement (the
"Amendment");
NOW, THEREFORE, the Parties agree:
1. Section 3(g) of the Change in Control Agreement shall be amended
and restated to read as follows:
(a) increase, if necessary, the amount of Your "Monthly
Retirement Payment" which You are due under the terms
and provisions of Section 11 of Your Employment
Agreement with the Company made as of January 1, 2000
and as may be amended thereafter (the "Employment
Agreement"), so that the total "Monthly Retirement
Payment" amount to which You are entitled under such
terms and provisions as modified by this Agreement
shall be the maximum amount possible under such terms
and provisions.
2. Except as otherwise amended in this Amendment, all other sections of
the Change in Control Agreement shall remain in full force and effect as set
forth in the Change in Control Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.
BWAY CORPORATION:
By: /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
Chairman of Compensation Committee
Date: 12/11/01
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Xxxx-Xxxxxx X. Xxxxx:
/s/ Xxxx-Xxxxxx X. Xxxxx
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Date: 12/11/01
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