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Exhibit 10(kk)
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
POST EMPLOYMENT CONSULTING AGREEMENT
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THIS AMENDMENT NO. 1 made as of February 19, 1997 (this "Amendment"),
to the Amended and Restated Post Employment Consulting Agreement dated as of
December 20, 1990 (the "Agreement"), by and between PHILIP WM. COLBURN
("Consultant") and THE ALLEN GROUP INC., a Delaware corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, Consultant is performing consulting services under the
Agreement; and
WHEREAS, it is considered expedient and in the best interests of the
Company and Consultant to amend the provisions of the Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and for
other valuable consideration had and received, the parties hereto covenant and
agree as follows:
1. Paragraph 3 of the Agreement hereby is deleted and the
following paragraph is substituted in its place and stead:
"3. Subject to the provisions of paragraph 6 hereof, the
Company agrees to pay Consultant annually an amount equal to not less
than $236,879.65 (hereinafter referred to as the "Base Amount"), in
equal monthly installments, commencing with the last day of the month
in which the Consultant retires and recommences rendering consulting
services hereunder and continuing through December 31, 1998, unless
further extended or sooner terminated as hereinafter provided
(hereinafter referred to as the "Post Employment Consulting Period");
provided, that the Base Amount shall be reduced by any benefits
received by the Consultant prior to January 1, 1994, pursuant to the
Amended and Restated Supplemental Pension Benefit Agreement, between
the Company and Consultant, dated as of even date herewith, except
after a "change in control of the Company", as defined in the
Employment Agreement, dated as of June 28, 1988, between the Company
and Consultant; and it is further provided that the Base Amount shall
be adjusted annually as of each June 30, so that the amount paid
annually to the Consultant hereunder for the twelve months immediately
following such adjustment shall be not less than an amount (hereinafter
referred to as the "Adjusted Amount") which shall bear the same ratio
to the Base Amount as the Consumer Price Index for All Urban Consumers
(1982-1984 = 100) published by the Bureau of Labor Statistics of the
U.S. Department of Labor (hereinafter referred to as the "CPI") for the
most recent month proceeding each such annual anniversary of retirement
bears to such Consumer Price Index for the month preceding the actual
month during which Consultant so retired, which for greater certainty
may be expressed as follows:
Adjusted Amount = most recent month CPI
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Base Amount retirement month CPI
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provided that in the event such Consumer Price Index is no longer
published a mutually acceptable index shall be selected, and failing
agreement as to such index the index shall be selected by arbitration,
and provided further that the Base Amount or the Adjusted Amount, or
both, may be increased at any time, or from time to time, in the sole
discretion of the Board of Directors of the Company.
The Adjusted Amount is sometimes hereinafter referred to as
the "Consulting Compensation."
Commencing on January 1, 1999, and each January 1 thereafter,
the term of this Agreement and of the Post Employment Consulting period
shall automatically be extended for one additional year to December 31,
1999 and each December 31 thereafter, unless not later than September
30 immediately preceding such January 1, either the Company or
Consultant shall have given written notice to the other party that the
Company or Consultant, as the case may be, does not wish to extend this
Agreement and the Post Employment Consultant period.
The Company's obligation to make the payments provided herein
shall be contingent upon the faithful performance or observance by
Consultant of his obligations under paragraphs 2 and 5 hereof."
2. Except as specifically amended in writing, the Agreement is
ratified and confirmed.
3. This Amendment and the Agreement shall be read, interpreted
and construed as a single agreement.
IN WITNESS WHEREOF, the Company and Consultant have caused this
Amendment to be duly executed as of the 19th day of February, 1997.
ATTEST: THE ALLEN GROUP INC.
/s/ McDara P. Folan, III By: /s/ Robert G. Paul
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McDara P. Folan, III, Secretary Robert G. Paul, President
Chief Executive Officer
WITNESS:
/s/ Philip Wm. Colburn
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Philip Wm. Colburn
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