EXHIBIT 10.11(a)
1994 10-K
AMENDMENT TO
EMPLOYMENT AND CONSULTING AGREEMENT
___________________________________
This Agreement is made effective the 28th day of November, 1994, between
Bucyrus-Erie Company, a Delaware corporation (the "Company"), and ____________
(the "Employee").
RECITALS:
1. Company and Employee have entered into an Employment and Consulting
Agreement (the "Agreement") effective July 1, 1992.
2. Company and Employee now wish to amend said Agreement as specifically set
forth herein.
AGREEMENTS:
1. In the second sentence of subparagraph 2.a. of the Agreement, change the
words "thirty-six (36) months" to "eighteen (18) months", so that the
first part of said sentence shall read as follows: "If any time after the
date hereof the Employee's employment by the Company is terminated for any
reason, either by the Employee or by the Company, and if within a period
of twelve (12) months prior to any such termination by the Employee or
within eighteen (18) months prior to any such termination by the Company -
"
2. In the last line of subparagraph 2.a. of the Agreement, insert "b," after
the word "subparagraphs" and change "and f" to "f, g and h", so that said
last line shall read "in subparagraphs b, c, d, e, f, g and h below."
3. In the second sentence of subparagraph 2.b. of the Agreement, change the
words "thirty-six (36) months" to "eighteen (18) months", so that said
sentence shall read as follows: "Subject to the preceding sentence, the
Consultation Period shall be twelve (12) months in the event of a
termination by the Employee and eighteen (18) months in the event of
termination by the Company."
4. Add the following at the end of subparagraph 2.d.(2) of the Agreement:
"Except for periods during which the Employee shall be employed full-time
by another party during the Consultation Period, the Employee shall also
be provided by the Company with such insurance benefits (including life
and medical insurance and dental and vision care) as the Company generally
provides for any group or class of employee of which Employee would have
been a member had his employment continued. When the Employee is employed
full-time by another party during the Consultation Period he shall first
look to said other party for payment of all insurance benefits of the kind
described in the preceding sentence which are available to employees of
said other party and Company shall provide him with such insurance only to
the extent of any excess of insurance available under Company's plan over
the insurance available under said other party's plan."
5. In subparagraph 2.g. of the Agreement, insert a comma after the word
"plans" in the fourth line, delete the remainder of the sentence after
that point and substitute the following therefor: "but Employee shall be
entitled to participate in said savings plan with respect to such
compensation."
6. Add a new subparagraph 2.h. to the Agreement, to read as follows: "During
the Consultation Period, at the Employee's option (to be exercised by
written request mailed to any officer of the Company or to its Director or
Manager of Human Resources), the Company will provide, at its expense,
outplacement services by a professional third party specialized in
providing such assistance on an individual basis to key executives and
employees. Reasonable initial travel expenses for consultation with the
outplacement firm will be reimbursed for travel outside the greater
Milwaukee area, when such travel is at the request of the outplacement
firm. Services will be provided by Janotta Bray Beal & Associates, 2600
North Mayfair Road, Milwaukee, Wisconsin 53226, unless an alternative firm
is agreed to by the Company and the Employee."
7. In the second sentence of subparagraph 2.b., delete the words "including
but not limited to his removal as a director of the Company or B-E
Holdings, Inc.", so that said second sentence shall read as follows:
"Termination by the Company shall include a termination by the Employee
after any reduction of the Employee's position to a position of lesser
responsibility, or a defacto reduction of the Employee's duties or
responsibilities, or the reduction of his annual base salary or rate of
maximum potential bonus, unless such salary or bonus reduction is part of
a reduction of compensation applicable generally to all management
employees of the Company, or a Company imposed requirement that Employee
move his residence or principal place of business to any location
unacceptable to him."
8. Paragraph 11 of the Agreement is hereby deleted in its entirety.
9. Except as specifically provided in Paragraphs 1 through 8 above, all of
the terms and conditions of the aforesaid Employment and Consulting
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Employment and Consulting Agreement
has been duly executed by the Company and the Employee as of the day and date
first written above.
BUCYRUS-ERIE COMPANY
By: _________________________
W. B. Winter
Chairman and C.E.O.
_________________________
Employee