EXHIBIT 10.8
AMENDMENT TO SEVERANCE AND NON-COMPETITION AGREEMENT
THIS AMENDMENT is made this 3rd day of June, 1998, between
XXXXXX'X, INC., a Wisconsin corporation ("Xxxxxx'x") and Xxxxxx X.
Xxxxxxx ("Xx. Xxxxxxx").
RECITALS:
1. Xx. Xxxxxxx and Xxxxxx'x are parties to a "Severance and Non-
Competition Agreement" dated as of April 13, 1998 (the
"Existing Agreement").
2. The Parties desire to amend the Existing Agreement, in the
manner set forth herein.
AGREEMENT:
Therefore, in consideration of the premises and Xx. Xxxxxxx'x
continued employment with Xxxxxx'x, Xxxxxx'x and Xx. Xxxxxxx hereby
agree as follows:
1. Amendment of Existing Agreement. Section 4(d) of the
Existing Agreement is renumbered subsection 4(d)(i), and a new
subsection 4(d)(ii) is inserted to read as follows:
"(ii) Notwithstanding anything contained in the
preceding subsection 4(d)(ii) or elsewhere in this
Agreement, in the event any payments or other benefits
otherwise receivable by Xx. Xxxxxxx hereunder are
determined to be "parachute payments" (as hereinafter
defined), under no circumstances shall the Severance
Benefit exceed the "Maximum Amount" (as hereinafter
defined). The "Maximum Amount" for this purpose means a
dollar amount equal to (i) three (3) times Xx. Xxxxxxx'x
"base amount" (as hereinafter defined), minus (ii) all
other amounts constituting parachute payments received or
receivable by Xx. Xxxxxxx in respect of the same Change
of Control, minus (iii) one dollar. The terms "parachute
payment" and "base amount" shall have the meanings given
them in Section 280G of the Internal Revenue Code of
1986, as amended from time to time (or the corresponding
provisions of any future tax laws that may be enacted in
substitution for or in place of said section) and the
Treasury Regulations and other interpretations of said
Section in existence from time to time, except that
"parachute payment" shall be defined without reference to
clause (ii) of subparagraph 280G(b)(2)(A). In the event
of any dispute between Xx. Xxxxxxx and Xxxxxx'x with
respect to the interpretation and effect of this
subsection 4(d)(ii) (including, without limitation, the
calculation of Xx. Xxxxxxx'x base amount or the total
amount of parachute payments received or receivable by
Xx. Xxxxxxx), the matter shall be submitted for a
determination by Xxxxxx'x outside certified public
accountants, which determination shall be final and
binding on the parties."
2. Agreement Otherwise Remains in Effect. Except as
expressly set forth above, the Existing Agreement remains in force
and effect in accordance with its original terms.
IN WITNESS WHEREOF, the parties have executed this Amendment,
as of the date first written above.
XXXXXX'X, INC.
By: XXXXXX X. XXXXX
Its: VICE PRESIDENT
XXXXXX X. XXXXXXX
__________________________________
Xxxxxx X. Xxxxxxx
XXXXXX X. XXXX
Attest: --------------------------------------
Xxxxxx X. Xxxx, Vice Pres., Sec'y & Treasurer
