Exhibit 10.19
FIRST AMENDMENT made as of the 10 day of April, 2001 to the
Employment Agreement between Golden Books Family Entertainment, Inc., a Delaware
corporation, with its principal United States office at 000 Xxxxxxx Xxx., Xxx
Xxxx, Xxx Xxxx 00000 (the "Company"), and Xxxxxxx X. Xxxxxx, residing at Linden
Farm, 00 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000 (the "Executive"), dated
as of January 27, 2000 (the "Employment Agreement").
W I T N E S S E T H:
WHEREAS, the Company and the Executive have previously entered into
the Employment Agreement; and
WHEREAS, the Company and the Executive now desire to amend the
Employment Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 5(a)(i)(B) of the Employment Agreement is amended,
effective as of the date hereof, in its entirety to read as follows:
(B) If the Date of Termination is prior to May 8, 2001, the amount
equal to the product of (1) three and (2) the sum of the Executive's
Annual Base Salary and the Earned Bonus, or if the Date of
Termination is on or after May 8, 2001, the amount equal to the
product of (a) two and (b) the sum of the Executive's Annual Base
Salary and the Earned Bonus; provided, however, that in the event
the Company executes an agreement prior to May 8, 2001 which, if
consummated, would result in a Change of Control, and a Change of
Control subsequently occurs either pursuant to such agreement or
otherwise, the Date of Termination shall, for purposes of this
Section 5(a)(i)(B) be deemed to occur prior to May 8, 2001; and
2. Section 5(a)(i)(C) of the Employment Agreement is amended,
effective as of the date hereof, by the deletion of the first sentence thereof
and the substitution of the following sentence in lieu thereof:
(C) an amount equal to the difference between (a) the actuarial
equivalent of the benefit (utilizing actuarial assumptions no less
favorable to the Executive than those most favorable to the
Executive in effect under the Company's qualified defined benefit
retirement plan (the "Retirement Plan") at any time during the 120
days immediately prior to a Change of Control) under the Retirement
Plan, and any excess or supplemental retirement plan in which the
Executive participates (together, the "SERP") which the Executive
would receive if the Executive's employment continued for (I) if the
Date of Termination is prior to May 8, 2001, three years after the
Date of Termination, (II) if the Date of Termination is on or after
May 8, 2001, two years after the Date of Termination, or (III) if
the
Company executes an agreement prior to May 8, 2001 which, if
consummated, would result in a Change of Control, and a Change of
Control subsequently occurs either pursuant to such agreement or
otherwise and the Date of Termination is on or after May 8, 2001,
three years after the Date of Termination, and (b) the actuarial
equivalent of the Executive's actual benefit (paid or payable), if
any, under the Retirement Plan and the SERP as of the Date of
Termination.
3. Section 5(a)(iii) of the Employment Agreement is amended,
effective as of the date hereof, by the deletion of the first sentence thereof
and the substitution of the following sentence in lieu thereof:
(A) If the Date of Termination is prior to May 8, 2001, for three
years after the Executive's Date of Termination, (B) if the Date of
Termination is on or after May 8, 2001, for two years after the
Executive's Date of Termination, or (C) if the Company executes an
agreement prior to May 8, 2001 which, if consummated, would result
in a Change of Control, and a Change of Control subsequently occurs
either pursuant to such agreement or otherwise and the Date of
Termination is on or after May 8, 2001, for three years after the
Executive's Date of Termination, provided, however, that, in all
cases, for such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall
continue benefits to the Executive and/or the Executive's family at
least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies
described in Section 3(b)(vii) of this Agreement if the Executive's
employment had not been terminated; further, provided, that if the
Executive becomes reemployed with another employer and is eligible
to receive medical or other welfare benefits under another employer
provided plan, the corresponding medical and other welfare benefits
described herein shall be terminated.
4. Section 5(a)(iv) of the Employment Agreement is amended,
effective as of the date hereof, in its entirety to read as follows:
(iv) (A) If the Date of Termination is prior to May 8, 2001, for
three years after the Executive's Date of Termination, (B) if the
Date of Termination is on or after May 8, 2001, for two years after
the Executive's Date of Termination, or (C) if the Company executes
an agreement prior to May 8, 2001 which, if consummated, would
result in a Change of Control, and a Change of Control subsequently
occurs either pursuant to such agreement or otherwise, and the Date
of Termination is on or after May 8, 2001, for three years after the
Executive's Date of Termination, the Company shall continue to
provide the Executive with Fringe Benefits; and
5. As amended by this First Amendment, the Employment Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, the Company has caused this amendment to be executed
by its duly authorized officers and the Executive has hereunto set his hand as
of the date first above written.
XXXXXXX X. XXXXXX
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GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
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