EXHIBIT 10.33.1
8/28/2002
AMENDMENT
THIS AMENDMENT (the "Amendment") is entered into as of 2002, by and between
Nationwide Financial Services, Inc. (the "Company") and Xxxxxx Xxxxxx (the
"Executive").
WHEREAS the Company and the Executive have entered into an Employment
Agreement dated as of July 1, 2000 (the "Employment Agreement"), and the parties
now wish to amend the Employment Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree that the Employment Agreement is amended as follows:
1. Section 1.1 of the Agreement is hereby amended in its entirety to read
as follows:
1.1 Employment Term. This Agreement became effective as of July 1, 2000
and shall continue in effect until June 30, 2005, unless the Agreement is
terminated sooner in accordance with Section 2 or 3 below. The period
commencing on the effective date and ending on the date on which the term
of Executive's employment under the Agreement shall terminate is
hereinafter referred to as the "Employment Term." If a Change of Control
(as defined in Section 4) occurs, the Employment Term shall be
automatically extended to the later of (i) June 30, 2005 or (ii) the date
that is two years after the Change of Control, unless the Employment Term
is sooner terminated according to Section 2 or 3 below. The failure of the
Company to renew this Agreement shall not be considered a termination of
Executive's employment under this Agreement and shall not give Executive
grounds to terminate employment for Good Reason (as defined in Section 4)
under this Agreement.
2. Section 2.3(b)(vi) is hereby amended to revise the last two sentences to
read as follows:
The benefits under this subsection (vi) shall be paid in the same forms and
at the same times as Executive's benefits under the applicable plans
described above are paid (or would have been paid had Executive's interest
in the applicable plans been fully vested). The benefits payable under this
subsection (vi) and subsection (vii) below shall not result in any
duplication of benefits.
3. Section 2.3(b)(vii) is amended by revising the last sentence to read as
follows:
The benefits under this subsection (vii) shall be paid in the same forms
and at the same times as Executive's benefits under the applicable Plans
described above are paid (or would have been paid had Executive's interests
in the applicable plans been fully vested), as in effect immediately before
the Termination Date
4. Section 3.5(b)(vi) is revised by amending the last two sentences to read
as follows:
The benefits under this subsection (vi) shall be paid in the same forms and
at the same times as Executive's benefits under the applicable plans
described above are paid (or would have been paid had Executive's interests
in the applicable plans been fully vested), as in effect immediately before
the Change of Control. The benefits under this subsection (vi) and
subsection (vii) below shall not result in any duplication in benefits.
5. Section 3.5(b)(vii) is revised by amending the last sentence to read as
follows:
The benefits under this subsection (vii) shall be paid in the same forms
and at the same times as Executive's benefits under the applicable plans
described above are paid (or would have been paid had Executive's interests
in the applicable plans been fully vested), as in effect immediately before
the Change of Control.
6. In all respects not amended, the Employment Agreement is hereby ratified
and confirmed.
WITNESS the following signatures:
NATIONWIDE FINANCIAL SERVICES, INC.
By:
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Xxxxxx Xxxxxx