Exhibit 10.18
XXXXX X. XXXXXX, XX.
July 6, 2005
HAND DELIVERY
Secretary of the Company
The Xxxxxxx Company
0000 Xxxx XxXxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
RE: Employment Agreement between Xxxxx X. Xxxxxx, Xx. and
The Xxxxxxx Company, as renewed from time-to-time
("Employment Agreement")
Gentlemen:
This will constitute my unilateral, revocable waiver of certain of my
"rights" under the Employment Agreement, as follows:
My current Base Salary as provided in Section 2.1 of the Employment
Agreement shall be reduced to $45,000.00 per month or $540,000.00 per annum
provided however, the foregoing shall be void ab initio upon the threat or
reasonable likelihood (as determined in the sole discretion of Employee) that
for these purposes, a Change in Control as defined below will occur.
Change in Control shall mean the occurrence of any of the following events;
1. Xxxxx Xxxxxx ceases to be CEO or Chairman of the Board of Directors
of the Company.
2. The composition of the current Board of Directors of the Company
shall change by 50% or more.
3. Any "person" (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934) first becomes, at any time after
the date hereof, the "beneficial owner" (as defined in Rule 13(d) of
the Securities Exchange Act of 1934 as in effect on the date
hereof), directly or indirectly, of more than 50% of the combined
"voting power" of the Company's then outstanding securities,
excluding "voting power" exercisable on a contingent or deferral
basis; however, excluding the following (a) any acquisition of
securities by the Company, or (b) any acquisition of securities by
any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company.
4. Approval by the shareholders of the Company of a reorganization,
merger, consolidation or other form of corporate transaction or
series of transactions of the Company, whether or not approved by
the Board of Directors of the Company, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the
total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the approval by the stockholders of the
Company of a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (unless such
reorganization, merger, consolidation, or other Corporate
transaction, liquidation or sale is subsequently abandoned).
The capitalized terms used herein and not otherwise defined in this letter
shall have the definitions assigned to such terms in the Employment Agreement.
This waiver is conditioned upon my understanding that no adjustment of any
negative type will be made to any past and future income, including bonus, by
virtue of any required restatement of the Company's financial statements.
Employee:
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Xxxxx X. Xxxxxx, Xx.
CC: Xxxxxx Xxxxxxx
Audit Committee
NOTE: Salary at $45,000.00 per month will be effective through 12/31/05, and
then contract increase will be in effect starting 1/1/06
