AMENDMENT
to the
EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment") dated as of the 1st day of
November, 2001, to the Employment Agreement between F. Xxxxxx Xxxxxxxxx
("Executive") and Viskase Corporation (the "Company") dated as of the 30th day
of August, 2001 (the "Agreement"), is entered into between Executive and the
Company (hereinafter together referred to as the "parties").
WHEREAS, pursuant to Section 7 of the Agreement, Executive has the
right to terminate his employment with the Company for Good Reason, which is
defined to include, among other things, that there shall have occurred a
Change in Control; and
WHEREAS, one or more Changes in Control have occurred on or before
the date hereof; and
WHEREAS, Executive and the Company would like to further define
Executive's rights under Section 7 of the Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants of the parties contained herein, the parties agree to amend the
Agreement as follows:
Section 1: Definitions. Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 2. Amendment.
(a) The following provisions shall be added after the last
sentence of Section 7(f) of the Agreement:
With respect to a termination of Executive's employment by
Executive for Good Reason pursuant to Section 7(d)(1)(vi) for Changes in
Control which may have occurred on or prior to the date hereof,
Executive may provide the Company with a Notice of Termination by no
later than November 1, 2002. With respect to a termination of
Executive's employment by Executive for Good Reason pursuant to Section
7(d)(1)(vi) for Changes in Control occurring after the date hereof,
Executive may provide the Company with a Notice of Termination for each
such Change in Control by no later than the one year anniversary of such
Change in Control.
(b) The following provision shall be added as Section 20 of the
Agreement.
20. Attorneys' Fees and Costs. The Company agrees to pay all
costs and expenses, including attorneys' fees, which may be incurred by
Executive in enforcing this Agreement against the Company or in
connection with any contest of the validity or enforceability of this
Agreement by the Company or any third party, including without
limitation any rejection of this Agreement in any bankruptcy or similar
procedure.
Section 3. Choice of Law. This Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of
Illinois, without giving effect to the conflict of law principles thereof.
Section 4. Effectiveness. Except as expressly modified above,
all other terms, conditions and provisions of the Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
signed as of the first date written above.
VISKASE CORPORATION
By: -----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & CFO
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F. Xxxxxx Xxxxxxxxx
