Exhibit 10(b)(1)(iii)
AMENDMENT NO. 2, dated as of October 30, 1998, to EMPLOYMENT AGREEMENT
dated as of July 1, 1981, as amended by Amendment No. 1 dated as of July 1, 1983
(as amended to date, the "Employment Agreement") between METRO-TEL CORP., a
Delaware corporation with offices at 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (the "Company"), and XXXXXXXXX X. XXXXXXXXXX residing at 00000
Xxxxxxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 (the "Employee").
W I T N E S S E T H :
WHEREAS, Metro-Tel Acquisition Corp., a wholly-owned subsidiary of the
Company ("Subsidiary") is to be merged (the "Merger") with and into
Xxxxxxx-Atlantic Corp. ("Xxxxxxx") pursuant to an Agreement of Merger dated as
of July 1, 1998 among the Company, Subsidiary, Xxxxxxx, Xxxxxxx Xxxxxxx and
Xxxxxxx X. Xxxxxxx (the "Merger Agreement") and, in connection therewith,
Xxxxxxx X. Xxxxxxx is to become President and Chief Executive Officer of the
Company and employee is to become Chief Financial Officer of the Company; and
WHEREAS, in connection therewith, parties are desirous of changing
Employee's position, title and duties and reduce the term of employment provided
for in the Employment Agreement; and
WHEREAS, the parties wish to reflect the present annual salary of
Employee as same has been increased to date by the Board of Directors;
NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended to read as
follows:
"Employment and Term. The Company hereby employs Employee as
Chief Financial Officer of the Company, and the Employee
hereby agrees to serve as such officer, for an indeterminate
period; provided, however, that either the Company, by action
of its Board of Directors, or the Employee may notify the
other that it or he, as the case may be, elects to terminate
Employee's employment with the Company on a date set forth in
such notice, which date shall not be earlier than the later of
December 31, 1999 or ninety (90) days after such notice is
deemed given pursuant to the provisions of Section 14 of this
Agreement. Employee agrees to devote such time as is
reasonably necessary to discharge his duties and
responsibilities attributable to such office. Employee may
work out of his residence in Tampa, Florida, in a manner
consistent with his employment by the Company during the
twelve months preceding the date of Amendment No. 2 to this
Agreement. Employee further agrees to serve in a similar
position with the Company's wholly-owned subsidiaries and as a
director of the
Company and its wholly-owned subsidiaries if elected and to
perform and render the services and duties incidental
thereto."
2. Section 2 of the Employment Agreement is hereby amended to change
the amount set forth therein from $100,000 to $175,000 (to reflect the changes
heretofore made by the Company's Board of Directors), which amount shall be paid
in equal installments at the time the Company pays its employees in accordance
with the Company's regular pay periods for employees.
3. Section 3 of the Employment Agreement is hereby deleted in its
entirety.
4. Section 1 of the Employment Agreement shall take precedence over
Section 4 in the event of a conflict between them.
5. Section 14 of the Employment Agreement is hereby amended in its
entirety to read as follows:
"14. Notices. All notices required or permitted to be given
hereunder shall be in writing and deemed to have been duly
given on the earliest of the date when personally delivered,
the first business day following the sending thereof by
nationally recognized overnight carrier by next business day
delivery service or the fifth calendar day following mailing
by registered or certified mail, return receipt requested, in
all cases with delivery charges prepaid, and addressed as
follows:
If to the Company:
Metro-Tel Corp.
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: President
If to the Employee:
Xx. Xxxxxxxxx X. Xxxxxxxxxx
00000 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
6. Section 16 of the Employment Agreement is hereby amended in its
entirety to read as follows:
"16. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Florida."
7. This Amendment No. 2 is to become effective only upon (and without
further action of the parties hereto) the effectiveness of the Merger. Except as
specifically set forth herein, all of the terms and conditions of the Employment
Agreement shall remain unaltered and in full force and effect.
IN WITNESS WHEREOF, this instrument has been executed and delivered as
of the date first written above.
METRO-TEL CORP.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Secretary
/s/ Xxxxxxxxx X. Xxxxxxxxxx
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Xxxxxxxxx X. Xxxxxxxxxx
