OGDEN CORPORATION
TWO PENNSYLVANIA PLAZA
NEW YORK, N. Y 10121
R. RICHARD ABLON
CHAIRMAN & CHIEF EXECUTIVE 0FFICER
(212) 868-6050 December 20, 1996
FAX (212) 868-5480
Mr Scott G Mackin
19 Hall Road
Chatham, New Jersey
Dear Mr. Mackin:
This letter will confirm the agreement between you and Ogden Projects,
Inc. (the "Company") that, effective as of January 1, 1997, the third sentence
only of Paragraph 1. Employment/Capacity/Term; the first sentence only of
Paragraph 9. Severance Payment; and Paragraph 14. Limited Covenant Not to
Compete of your Employment Agreement dated as of January 1, 1994 (the
"Employment Agreement") are hereby amended to read as follows:
I. The third sentence only of Paragraph 1. Employment/Capacity/Term. of
the Employment Agreement is hereby amended to read as follows, all
other terms of Paragraph 1. remain unchanged and in full force and
effect:
"Such employment shall commence on January 1, 1997 and shall continue
through December 31, 2001 and from year to year thereafter subject to
the right of the Employee or the Company to terminate such employment
as of December 31, 1997, or any subsequent December 31, by written
notice given to the other party at least sixty (60) days prior to such
termination date stating any intention to so terminate such
employment."
II. The first sentence only of Paragraph 9. Severance Pay. of the
Employment Agreement is hereby amended to read as follows, all other
terms of Paragraph 9. remain unchanged and in full force and effect:
"9. Severance Payment. If the Company gives notice to terminate in
accordance with Paragraph 1. or if the employment of the Employee
is terminated at any time (i) by the Employee for Good Reason (as
defined in Paragraph 10), or (ii) by the Company for any reason
other than for Cause (as hereinafter defined), the Company will
be obligated to pay to the Employee in cash a severance payment
equal to the product of (i) and (ii); where (i) shall equal the
sum of (A) the Employee's annual salary at the time of such
termination,
and (B) the Employee's annual incentive bonus during the twelve
(12) month period ending with the close of the month in which
such termination of employment occurs (the "Date of
Termination"), but not less than the incentive bonus paid to the
Employee in January 1996 for services rendered during 1995, which
was Three Hundred Seventy Five Thousand and 00/100 Dollars
($375,000), divided by twelve (12); and where (ii) shall be sixty
(60)."
III. Paragraph 14. Employment/Capacity/Term. of the Employment
Agreement is hereby amended in its entirety to read as follows:
"14. Limited Covenant Note to Compete. If the employment of the
Employee is terminated (i) by the Employee pursuant to
Paragraph 1. hereof or (ii) by the Company for Cause (as
defined in Paragraph 9.(b) above), then in either case (y)
the Employee will not, for a period of five (5) years from
such termination of employment, within the territorial
confines of the United States of America, directly or
indirectly, own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the
ownership, management, operation or control of any business
in competition with the business conducted by the Company at
the time of such termination, and (z) the Employee will, for
a period of five (5) years from such termination refrain
from carrying on a business similar to that presently
carried on by the Company within the states in which the
business of the Company has been carried on, so long as the
Company carries on like business therein."
All of the other terms and conditions of the Employment Agreement shall
remain in full force and effect.
Very truly yours,
Ogden Projects, Inc.
By: /s/ R. Richard Ablon
----------------------------------
Chairman of the Board and Chief
Executive Officer
AGREED AND ACCEPTED:
/s/ Scott G. Mackin
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Scott G. Mackin
Date: December 20, 1996