EXHIBIT 10.28
FIRST AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT
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THIS FIRST AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT ("Amendment")
is made as of the 7th day of December, 2001 by and between CIRCOR, Inc., a
Massachusetts company (the "Company") and Xxxxxxx X. Xxxxx ("Executive").
WHEREAS, the Company and the Executive are parties to that certain
Executive Change of Control Agreement made as of the 8th day of August, 2000
(the "Agreement") pursuant to which the Executive serves as an officer of the
Company and CIRCOR International, Inc., a Delaware corporation of which the
Company is a wholly-owned subsidiary (the "Parent"); and
WHEREAS, the Company and the Executive desire to amend the Agreement solely
to the extent set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 1 Definitions defines "Good Reason" for the purpose of the
Agreement to mean that Executive has complied with the "Good Reason Process"
(hereinafter defined) following the occurrence of any of the following events:
(A) a substantial diminution or other substantive adverse change, not consented
to by Executive, in the nature or scope of Executive's responsibilities,
authorities, powers, functions or duties; (B) any removal, during the term of
this Agreement, from Executive of his titles as an officer of the Parent; (C) an
involuntary reduction in Executive's Base Salary except for across-the-board
reductions similarly affecting all or substantially all management employees;
(D) a breach by the Company of any of its other material obligations under this
Agreement and the failure of the Company to cure such breach within thirty (30)
days after written notice thereof by Executive; or (E) the involuntary
relocation of the Company's offices at which Executive is principally employed
or the involuntary relocation of the offices of Executive's primary workgroup to
a location more than thirty (30) miles from such offices, or the requirement by
the Company that Executive be based anywhere other than the Company's offices at
such location on an extended basis, except for required travel on the Company's
business to an extent substantially consistent with Executive's business travel
obligations. That definition is hereby deleted and replaced with the following
definition:
For purposes of this Agreement, "Good Reason" shall mean that
Executive has complied with the "Good Reason Process" (hereinafter
defined) following the occurrence of any of the following events:
(A) a substantial diminution or other substantive adverse change, not
consented to by Executive, in the nature or scope of Executive's
responsibilities, authorities, powers, functions or duties; (B) any
removal, during the term of this Agreement, from Executive of his
titles as an officer of Parent; (C) an involuntary reduction in
Executive's Base Salary except for across-the-board reductions
similarly affecting all or substantially all management employees;
(D) a breach by the Company of any of its other material obligations
under this Agreement and the failure of the Company to cure such
breach within thirty (30) days after written notice thereof by
Executive; (E) the involuntary relocation of the Company's offices at
which Executive is principally employed or the involuntary relocation
of the offices of Executive's primary workgroup to a location more
than thirty (30) miles from such offices, or the requirement by the
Company that Executive be based anywhere other than the Company's
offices at such location on an extended basis, except for required
travel on the Company's business to an extent substantially consistent
with Executive's business travel obligations; or (F) a reduction in
Executive's opportunity for annual incentive compensation below the
annual incentive opportunity most recently in effect under the
Company's Executive Bonus Incentive Plan prior to the Change in
Control.
2. Section 3(a)(i) is hereby deleted in its entirety and replaced with
the following:
If within twelve (12) months after the occurrence of the first event
constituting a Change in Control, Executive's employment is terminated
by the Company without Cause as defined in Section 1 or Executive
terminates his employment for Good Reason as provided in Section 1,
then the Company shall pay Executive a lump sum in cash in an amount
equal to two (2) times the sum of (A) Executive's current Base Salary
plus (B) Executive's highest annual incentive compensation under the
Company's Executive Bonus Incentive Plan in the three (3) immediately
preceding fiscal years, excluding any sign-on bonus, retention bonus
or any other special bonus; and
3. Section 3(iii) is hereby deleted in its entirety and replaced with the
following:
If the Executive is otherwise eligible for participation in the
Company's Supplemental Executive Retirement Plan ("SERP"), the
Executive shall be fully vested in his accrued benefit under the SERP
as of the Date of Termination and shall be credited with an additional
twenty-four (24) months of Benefit Service under the SERP; and
4. Section 3(iv) is hereby deleted in its entirety and replaced with the
following:
The Company shall, for a period of two (2) years commencing on the
Date of Termination, pay such health insurance premiums as may be
necessary to allow Executive, Executive's spouse and dependents to
continue to receive health insurance coverage substantially similar to
the coverage they received prior to the Date of Termination.
5. A new Section 3(a)(v) is hereby added to the Agreement as follows:
(v) In addition, the Company shall, for a period of two (2) years
commencing on the Date of Termination, pay or promptly reimburse
Executive for expenses incurred for leasing an automobile (the
"Leasing Allowance") in an amount equal to the Leasing Allowance that
Executive was entitled to receive from the Company in accordance with
the Leasing Allowance policies and procedures then in effect prior to
the Date of Termination.
6. Except as specifically amended hereby, the Agreement remains in full
force and effect according to its terms.
7. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which constitute one instrument.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the day and year first written above.
CIRCOR, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
President
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
