AMENDMENT NO 1 to the CHANGE OF CONTROL
AGREEMENT, dated as of July 13, 2005 (the “Agreement”)
by and between PAXAR CORPORATION (the “Company”) and
ANTHONY COLATRELLA (the “Executive”).
WHEREAS, the Company and the Executive have
entered into the Agreement; and
WHEREAS, the
Company and the Executive mutually desire to amend the Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE,
in consideration of the covenants and agreements contained in the
Agreement, as amended hereby, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereby amend the Agreement as follows:
1. Section
6(a)(i)B. is hereby amended by deleting “2.99”
therefrom and substituting “2” therefor.
2. Section 9
is hereby deleted in its entirety and the following substituted
therefor:
(a) If it shall be determined that any benefit
provided to the Executive or payment or distribution by or for the
account of the Company or its affiliates to or for the benefit of
the Executive, whether provided, paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise
(a "Payment") would be subject to the excise tax imposed by Section
4999 of the Code, or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, collectively, the
"Excise Tax"), then the Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment
