EXHIBIT 10.29
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Contract is made this 20 day of December,
2002 by and between OM Group, Inc. ("Employer") and Xxxxx X. Xxxxxx
("Executive").
WHEREAS, Executive and Employer, previously known as Xxxxxx Acquisition
Corporation, entered into a certain employment agreement date September 20, 1991
(the "Agreement"); and
WHEREAS, the Agreement was amended on one occasion; and
WHEREAS, in order to secure the continued employment of the Executive
which the Company deems to be beneficial, the parties desire to amend the
Agreement again in certain respects;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree the Agreement is amended, effective as of
December 1, 2002, in the following respects.
1. Paragraph (a) of Section 1 of the Agreement is hereby amended to
provide as follows:
(a) SERVICES. For the term set forth in Section 1(b),
Executive shall serve as Chief Executive Officer of Employer. For as
long as Executive is so employed, he shall devote his full productive
time, energy, and abilities to his duties as Chief Executive Officer of
the Employer, except for incidental attention to the management of his
personal investments. Executive may serve on the board of directors of
other corporations or organizations so long as such participation does
not conflict with the interests or business of Employer or materially
interfere with the performance of his duties hereunder.
2. Paragraph (b) of Section 1 of the Agreement is hereby amended to
provide as follows:
(b) TERM. The Employer agrees to continue to employ Executive
and Executive agrees to continue to be employed by the Employer during
the term of the Agreement, subject to the provisions hereinafter set
forth. Unless terminated earlier as specifically provided herein, the
revised term of the Agreement shall commence December 1, 2002, and
continue until November 30, 2005; provided, however, that the Agreement
shall be renewed automatically for one additional 12-month period on
each anniversary of December 1, 2002 (an "Anniversary Date"), unless
either the Employer or Executive gives contrary written notice at least
six months prior an Anniversary Date. The revised term as renewed
pursuant to the above provisions shall be 36 months as of an
Anniversary Date.
3. Paragraph (b) of Section 7 of the Agreement is hereby amended to
provide as follows:
(b) TERMINATION WITHOUT CAUSE. If Employer terminates
Executive's employment without Cause, Employer shall pay Executive for
the number of months remaining under the term of the Agreement: (i)
100% of his current total annual monthly salary; and (ii) his "EARNED
BONUS". Executive's earned bonus shall equal his ESTIMATED ANNUAL
BONUS, as defined below, divided by 12 and then multiplied by the
number of months remaining under the term of the Agreement. Executive's
Estimated Annual Bonus shall equal the greater of (x) the average of
Executive's annual incentive bonus paid to Executive by Employer over
the most recent three years and (y) 75% of Executive's annual base
salary in effect on the date of termination. Payments made under this
Section 7(b) shall be payable during the term of the Agreement pursuant
to the payroll practices of Employer The healthcare, life insurance,
and nonqualified retirement benefits as well as the use of the car to
which Executive was entitled, or was accruing, on the date of such
termination shall be continued with respect to Executive for the period
during which payments are made to Executive pursuant to the above
provisions. Restricted stock granted to the Executive shall vest
immediately in the event of Termination by Employer without cause or by
Executive.
4. Paragraph (d) of Section 7 of the Agreement is hereby amended to
provide as follows:
(d) TERMINATION FOR DISABILITY. Employer shall have the right
to terminate Executive's Employment on or after the date Executive
incurs a Disability and such termination shall be treated as a
termination without cause, except that any payments received pursuant
to Section 7(b) shall be offset by any disability payments received
pursuant to any disability benefit plan maintained by Employer.
Disability for purposes of the Agreement shall mean a condition that
renders Executive unable (as determined by Employer in good faith,
based upon the opinion of a physician selected by Employer) to
regularly perform his duties hereunder by reason of illness or injury
for a period of more than six consecutive months.
5. Section 7 of the Agreement is hereby amended by the addition of
Paragraph (e) at the end thereof to provide as follows:
(e) TERMINATION BY REASON OF DEATH. In the event of
Executive's death while in the employ of Employer, Employer shall:
(i) pay Executive's designated beneficiary or if there is
no designated beneficiary, his estate, his base salary in effect on the
date of death for the period of the term of the Agreement;
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(ii) pay Executive's designated beneficiary or if there
is no designated beneficiary, his estate, his earned bonus, determined
pursuant to the provisions of Section 7(b) for the year in which
Executive's death occurs;
(iii) make, or cause to be made, such payments and
benefits under Employer's welfare and pension plans with respect to
Executive pursuant to the terms of such plans; and
(iv) restricted stock granted to the Executive shall
vest immediately.
6. Section 8 of the Agreement is hereby amended to provide as follows:
8. RENEWAL. The Agreement shall be renewed pursuant to the
provisions of Section 1(b) above.
IN WITNESS WHEREOF, Employer has caused this Amendment to Employment
Agreement and Executive has executed this Amendment to Employment Agreement as
of the date first above written.
OM GROUP, INC EXECUTIVE
By: By:
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Title:
APPROVED:
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Xxx X. Xxxxxxx
Chairman, Compensation Committee
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