EXHIBIT 10.77
AMENDMENT
Amendment dated as of September 12, 1996 to Employment Agreement dated
March 14, 1988 (the "Employment Agreement") between Xxxxxxx X. Xxxxxxx, residing
at 00 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 (the "Executive") and Xxxxx &
Xxxxxx Manufacturing Company, a Delaware corporation, with its principal place
of business at 000 Xxxxxxxxxx Xxxx, Xxxxx Xxxxxxxxx, XX 00000 (the "Company").
WHEREAS, the parties wish to make certain clarifying amendments to the
Employment Agreement.
NOW THEREFORE, in consideration of these premises and the mutual promises,
terms, provisions and conditions set forth below, the parties agree to the
following amendments of the Employment Agreement:
1. The parties agree that if the Executive were to resign today, he would
be entitled to treat his resignation as a "deemed termination" of his employment
by the Company within the meaning of Section 4.4 of the Employment Agreement.
2. The parties agree that fundamental principles of the Employment
Agreement as to severance and related matters shall apply and further agree that
in order to provide for a clear understanding of the rights and obligations of
the parties with respect to severance and related benefits upon a termination of
employment and to reflect the amendments, the following is agreed to set forth
the current employment, salary, bonus and benefits for employment of the
Executive after the date hereof and also the severances, benefits and other
financial provisions which shall be applicable to a termination of the
Executive's employment by resignation of the Executive or a termination by the
Company (other than a termination by the Company for cause), and including
without limitation a "deemed termination", shall be as follows:
a. The Executive is entitled to monthly salary, payable in accordance with
the Company's regular practice, at not less than the current annual
rate and fringe benefits which shall be paid through the date of
termination of the Executive's employment at any time up through
September 28, 1997.
b. The Executive is entitled to bonus payable in respect of the year 1996
at the higher of the amount payable under the PIP or the amount
calculated as a percentage of base salary equal to the average of
bonuses paid to him (including cash paid under the PIP) in respect of
the 1993, 1994 and 1995 fiscal years.
c. Contributions for the benefit of the Executive under the SARP and under
the ESOP shall be made through the date of such termination of
employment, and in addition through December 31, 1997 so long as the
Executive is an employee on January 3, 1997 (and in that event computed
as if the Executive had continued in employment at the current base
salary rate through December 31, 1997). The Execuive shall also be
entitled to, together with his dependents and beneficiaries,
participate in all life insurance plans, accident and health plans and
other welfare plans maintained or sponsored by the Company.
d. In addition, the Executive shall be entitled to a lump sum cash payment
upon such termination of employment, payable within 30 days, equal to
the sum of his highest annual base salary during the three year period
immediately preceding the date of such termination of employment, the
value of annual fringe benefits on the W-2 and the highest cash bonus
received from the Company for any of the three fiscal years of the
Company immediately preceding the date of such termination of
employment.
e. All stock options (other than 30,000 options granted in July, 1995) or
restricted stock shall receive accelerated vesting. The stock options
for 30,000 shares granted to the Executive in July 1995 shall receive
accelerated vesting if the Executive remains an employee of the Company
through January 3, 1997 (unless his employment has been terminated
prior thereto by the Company for cause). The Executive shall not be
entitled to any accelerated vesting under the Long Term Deferred Cash
Incentive Plan upon any termination of employment. The Executive shall
be entitled to additional stock grants only in the sole discretion of
the Company.
3. The Executive shall be entitled to the severance and benefits set forth
above with respect to a termination of employment by resignation of the
Executive or a termination by the Company (other than a termination of
employment by the Company for cause) at any time prior to September 28, 1997
(except as specifically otherwise provided with respect to the vesting of stock
options above). Nothing in the Employment Agreement or this Amendment shall
govern the severance, fringes and benefits, etc. with respect to a termination
of employment of the Executive taking place after September 28, 1997, and all
salary, bonus, fringes and other benefits, including severance, with respect to
any employment after September 28, 1997, shall be governed exclusively by such
subsequent agreement as may be reached by the Company and the Executive relating
to such period.
4. The Executive shall be bound by the covenant not to compete in the form
previously set forth in the Employment Agreement during his period of employment
by the Company and for one year following the date of termination of employment.
In the event the Executive dies following a termination of employment which
entitled him to the above payments and benefits but prior to receipt of all such
payments and benefits, the principles of
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the Employment Agreement shall apply, namely, his beneficiary (as designated to
the Company by letter) or, if none, his estate, will be entitled to receive all
of the above amounts and benefits due but unpaid and his beneficiary or estate
will be entitled to exercise options in accordance with the terms of the options
and the Employment Agreement as amended by this Amendment.
5. It is confirmed that the provisions of Articles 6 through 12 of the
Employment Agreement shall remain applicable and that the provisions of Article
5 are deleted.
6. The Executive shall be entitled to use the EAP services of the Company
for twelve months from the date of such termination of employment in connection
with his employment outplacement. The Executive shall also have access, on
terms to be mutually agreed between the Executive and the Company's Chief
Financial Officer, to secretarial services, either with the Company or outside,
in connection with his employment outplacement activities for up to twelve
months from the date of such termination of employment and shall be reimbursed
for telephone bills of a second phone in his home, for business use, for such
period
IN WITNESS WHEREOF, the Company and the Executive has each caused this
Amendment to the Employment Agreement to be duly executed and delivered as of
the date set forth above.
EXECUTIVE XXXXX & XXXXXX MANUFACTURING COMPANY
_____________________ By: ________________________________
Xxxxxxx X. Xxxxxxx
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