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(PAGE NUMBERS REFER TO PAPER DOCUMENT
ONLY)
EXHIBIT 10.95
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS
FIRST AMENDMENT to that certain Employment Agreement by and between
CONSUMER PROGRAMS INCORPORATED (the “Corporation”) and
THOMAS GALLAHUE (the “Executive”) dated as of November
15, 2002 (the “Employment Agreement”) is entered into
as of this 10th day of September, 2004.
WHEREAS,
the Employment Agreement includes a Supplemental Retirement
Benefits arrangement (the “SERP”) that provides for
monthly payments to Executive or his beneficiaries for a period of
two hundred forty (240) months in the event of death or retirement
and for disability payments until death or disability if
Executive’s employment terminates as a result of
disability;
WHEREAS,
as a result of a Change of Control effective March 24, 2004,
Executive is 100% vested in his SERP benefits;
WHEREAS,
the Corporation offered Executive an opportunity to receive a lump
sum payment of his SERP benefits at a negotiated discount in
exchange for a release from all future obligations to pay Executive
SERP benefits;
WHEREAS,
the Corporation and Executive agreed upon a discount rate equal to
8.73%;
NOW,
THEREFORE, in consideration of the covenants set forth herein and
for other good and valuable consideration, the Corporation and
Executive hereby agree to amend the Employment Agreement as
follows:
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