Exhibit 10.1
AMENDMENT No. 1
to
EMPLOYMENT AGREEMENT
This is AMENDMENT NO. 1 to the EMPLOYMENT AGREEMENT dated as of March 9,
2001 by and among PMD Group Holdings Inc., n/k/a Noveon International,
Inc., PMD Group Inc., n/k/a Noveon, Inc. (the "Company"), and Xxxxxx X.
Xxxxxxxxx (the "Executive") (the "Employment Agreement").
The parties entered into the Employment Agreement in 2001 and now
desire to amend certain of its provisions as provided herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereby agree as
follows:
1. Capitalized terms used herein shall have the meanings given in the
Employment Agreement, unless otherwise defined in this Amendment.
2. Section 1 of the Employment Agreement shall be revised so that the
Term shall be extended for an additional one (1) year period expiring on
March 15, 2005.
3. Executive's Annual Salary as defined in Section 3.1 of the
Employment Agreement shall be increased to $650,000 effective from and
after March 15, 2004.
4. Implementing the prior decision of the Compensation Committees of
the Company and Noveon International, Inc. as of February 24, 2003,
Executive's Target, referenced in Section 3.2(a) of the Employment
Agreement concerning the Annual Bonus, shall be increased to one hundred
percent (100%).
5. Section 7.1 of the Employment Agreement concerning notices to be
sent to the Executive shall be revised as follows:
(ii) if to Executive, to:
Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxx Xxx
Xxxxxxx, Xxxx 00000
4. Except as modified herein, the terms and conditions of the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Employment Agreement as of the 24th day of February, 2004.
NOVEON, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
NOVEON INTERNATIONAL, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
