EXHIBIT 10.21
AMENDMENT NO. 2
TO
EMPLOYEMENT AGREEMENT
THIS AMENDMENT NO. 2, EFFECTIVE THE 18TH DAY OF MAY, 1998, IS MADE TO
THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN UNOVA, INC. ("UNOVA") AND XXXXXXX
X. XXXXXXXX (HEREINAFTER CALLED "EXECUTIVE"), DATED AUGUST 1997 (HEREINAFTER
CALLED "THE AGREEMENT"), AS PREVIOUSLY AMENDED ON MARCH 24, 1998.
WHEREAS, the Compensation Committee of the Board of Directors of UNOVA
has approved including Executive in the UNOVA, Inc. Supplemental Employee
Retirement Plan (hereinafter call "SERP"), under specified terms and
conditions.
NOW THEREFORE, by mutual agreement of the parties, the Agreement is
hereby further amended as follows:
1. Paragraph 1.1 EMPLOYMENT, of the Agreement is further amended to
extend the term of employment from February to December 31, 1999.
Upon reaching that date, Executive shall retire as an employee and
officer of UNOVA and its subsidiaries or affiliates.
2. Upon retirement Executive shall be entitled to receive retirement
benefits under the UNOVA, Inc. SERP offset by company-provided pension
benefits payable from Xxxxxx Industries, Inc., (Qualified, Part I,
Restoration and SERP). However, there will be no offset for company-
provided pension benefits that would have been available during
Executive's non-participation periods under the UNOVA, Inc. and
Western Atlas Inc. retirement plans. Executive shall on December 31,
1999 be considered as vested under the UNOVA, Inc. SERP with 20 years
of service.
3. Except as hereby amended, the remaining terms and conditions of the
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
UNOVA, Inc. EXECUTIVE
By: /S/ XXXXXXXX X. XXXXX By: /S/ XXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Vice President and Secretary
