AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into effective as of October 13, 1998, by and between ____________ (the
"Employee") and ________________, a Delaware corporation (the "Company").
RECITALS
A. The Company and the Employee have executed that certain Employment
Agreement dated as of ____________, 199__ (the "Original Agreement").
B. In consideration of the premises, and other good and valuable
consideration, receipt of which is hereby acknowledged by the parties, the
Company and the Employee desire to amend the Original Agreement as specified
herein.
AGREEMENT
The Company and the Employee, intending to be legally bound, agree as
follows:
1. AMENDMENT.
(a) Amendment of Section 8. Section 8 of the Original Agreement is
hereby amended to read in its entirety as follows:
"8. Certain Additional Payments. If any payments,
distributions or other benefits by or from the Company to or
for the benefit of the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any
additional payment required under this Section 8)
(collectively, the "Payment") would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code or
any interest or penalties are incurred by the Employee with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee shall be
entitled to receive from the Company an additional payment (a
"Gross-Up Payment") in an amount such that after payment by
the Employee of all taxes (including, without limitation, any
income and employment taxes and any interest and penalties
imposed with respect thereto) and the Excise Tax imposed upon
the Gross-Up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payment. All calculations required by this Section 8 shall be
performed by the independent auditors retained by the Company
most recently prior to the Change in Control (the "Auditors"),
based on information supplied by the Company and the Employee.
All fees and expenses of the Auditors shall be paid by the
Company."
2. MISCELLANEOUS PROVISIONS.
(a) Original Agreement. The Original Agreement, as amended by this
Amendment, shall continue in full force and effect after the date hereof.
(b) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in the Original Agreement, as amended by this Amendment, have been
made or entered into by either party with respect to the subject matter of this
Amendment.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of the Company by its duly authorized officer, effective as of the day and
year first above written.
"Company"
[NAME OF COMPANY]
By:
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Name:
Title: Executive Vice President and Chief
Financial Officer
"Employee"
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