Employment Agreement [Amendment No. 1] - Topps Co. Inc. and Arthur T. Shorin
EXECUTION COPY
FIRST AMENDMENT TO THE
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT BETWEEN
THE TOPPS COMPANY, INC.
AND
ARTHUR T. SHORIN
AND
CONSENT OF ARTHUR T. SHORIN TO
THE REMOVAL OF TITLE OF PRESIDENT
FIRST AMENDMENT and WRITTEN CONSENT, dated October 11, 2004, between The
Topps Company, Inc., a Delaware corporation (the "Company") and Arthur T. Shorin
("Executive").
WHEREAS, the Company and the Executive have entered into the Amended and
Restated Employment Agreement, dated as of June 1, 2003 (the "Employment
Agreement").
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to modify the definition of "Good Reason" as set forth in the
Employment Agreement and to provide that the Executive shall no longer serve as
President of the Company, but shall continue to serve as the Chairman and Chief
Executive Officer of the Company; and
WHEREAS, the Executive desires to consent to the removal of his title of
President of the Company.
W I T N E S S E T H
- - - - - - - - - -
1. Subsection (B) of Section 6(c) of the Employment Agreement shall be
deleted and the following included in its place:
(B) the assignment to the Executive by the Company of duties inconsistent
with the Executive's position, authority, duties, responsibilities or
status with the Company as in effect immediately following the 11th day of
October, 2004, including, but not limited to, any reduction whatsoever in
such position, authority, duties, responsibilities or status, or a change
in the Executive's titles or offices, as then in effect, or any removal of
the Executive from, or any failure to reelect the Executive to, any of such
positions, without Executive's written consent, except in connection with
the termination of his employment on account of his death, disability, or
for Cause
2. The first sentence of Section 3(a) of the Employment Agreement shall be
deleted and the following included in its place:
The Executive shall serve as the Chairman and Chief Executive Officer of
the Company and shall perform such duties and exercise such supervision and
powers over and with regard to the business of the Company as are similar
in nature to those duties and services customarily associated with the
position of Chief Executive Officer, as well as such other similar duties
and services as may be reasonably prescribed from time to time by the Board
of Directors of the Company (the "Board").
3. Executive hereby consents, in writing, to the removal of the title of
President as contained in the version of the Employment Agreement in effect
prior to this First Amendment.
4. This First Amendment and Written Consent may be executed in several
counterparts, each of which will be deemed to be an original, but all of which
together will constitute one and the same First Amendment and Written Consent.
IN WITNESS WHEREOF, the Company has caused its name to be ascribed to this
First Amendment and Written Consent by its duly authorized representative and
the Executive has executed this First Amendment and Written Consent as of the
date and the year first above written.
THE TOPPS COMPANY, INC.
By: /s/ Catherine K. Jessup
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Name: Catherine K. Jessup
Title: VP CFO and Treasurer
/s/ Arthur T. Shorin
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Arthur T. Shorin, Executive