Amendment to Amended and Restated
Change in Control Agreement
Corporation (Corporation) and [EXECUTIVE NAME] previously executed an Amended
and Restated Change in Control Agreement (Agreement) to memorialize your entitlement
to certain rights and benefits that would mature upon, and only upon, your termination
following a change in control and your commitment not to engage in competing
employment for certain periods;
Whereas, Section XIII of the Agreement provides
the Agreement may be modified in a writing signed by the Corporation and by you.
exchange for consideration, the sufficiency of which is acknowledged, the
Corporation and you agree to amend the agreement to eliminate Section IV of the
Agreement, Certain Tax Payments by the Corporation, in its entirety.
WHEREOF, the Board of Directors of the Corporation has directed that this
Amendment to the Agreement be executed and delivered on its behalf by the
Corporate Secretary to one or more officers of the Corporation, and you have
indicated your acceptance of and intent to be bound by the Agreement, as
Howard D. McFadden
Being the same individual named in the
preamble hereto and referred to as “You” in the text.