1
AMENDMENT NO.1
TO
SEVERANCE AGREEMENT
BY AND BETWEEN
MENLO WORLDWIDE, LLC AND XXXX X. XXXXXXXXX
This Amendment No. 1 (this "Amendment") is made to the Severance
Agreement dated as of August 25, 2003 by and between Menlo
Worldwide, LLC (the "Company"), a Delaware limited liability
company whose sole member is CNF Inc., a Delaware corporation,
and Xxxx X. Xxxxxxxxx (the "Executive") (the "Severance
Agreement").
WHEREAS, the Company and the Executive entered into the Severance
Agreement;
WHEREAS, the Board of Members of the Company has determined that
it is in the best interests of the Company and of its member to
amend the Severance Agreement;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Executive agree
as follows (capitalized terms used without definition have the
meanings given to those terms in the Severance Agreement):
1. Amendment to Section 6, "Severance Payments." Section 6 of
the Severance Agreement shall be amended as follows:
a)The following new Section 6.1(D) shall be added:
"(D) In addition to the retirement benefits to which
the Executive is entitled under each Pension Plan or
any successor plan thereto, the Company shall pay the
Executive a lump sum amount, in cash, equal to the
excess of (i) the actuarial equivalent of the aggregate
retirement pension (taking into account any early
retirement subsidies associated therewith and
determined as a straight life annuity commencing at the
date (but in no event earlier than the third
anniversary of the Date of Termination) as of which the
actuarial equivalent of such annuity is greatest) which
the Executive would have accrued under the terms of all
Pension Plans (without regard to any amendment to any
Pension Plan made subsequent to a Change in Control of
the Company and on or prior to the Date of Termination,
which amendment adversely affects in any manner the
computation of retirement benefits thereunder),
determined as if the Executive (A) were fully vested
thereunder, (B) had accumulated (after the Date of
Termination) thirty-six (36) additional months of
service credit thereunder, (C) had attained an age
which is three years older than the age the Executive
had attained as of the Date of Termination and (D) had
been credited under each Pension Plan during such
period with compensation equal to the Executive's
annual amount taken into account under Section 6.1(A)
hereof, over (ii) the actuarial equivalent of the
aggregate retirement pension (taking into account any
early retirement subsidies associated therewith and
determined as a straight life annuity commencing at the
date (but in no event earlier than the Date of
Termination) as of which the actuarial equivalent of
such annuity is greatest) which the Executive had
accrued pursuant to the provisions of the Pension Plans
as of the Date of Termination. For purposes of this
Section 6.1(D), "actuarial equivalent" shall be
determined using the same assumptions utilized under
the applicable Pension Plan immediately prior to the
Date of Termination or, if more favorable to the
Executive, immediately prior to the Change in Control
of the Company."
b) The reference in the first sentence of Section 6.3 to
"subsections (A) and (C) of Section 6.1" shall be
amended so as to also refer to subsection (D), as
follows: "subsections (A), (C) and (D) of Section
6.1."
2. Effective Date. The effective date of this Amendment shall
be January 22, 2004. Except as expressly amended, the Severance
Agreement remains unchanged and in full force and effect.
MENLO WORLDWIDE, LLC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board
EXECUTIVE
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Address: 000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
