EXHIBIT 10.16
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to the Employment Agreement (the
"AGREEMENT"), dated as of July 10, 2000, entered between Xxxx X. Xxxx, residing
at 00 Xxxxxx Xxxx Xxx, Xxxxxx, Xxxxxxx 00000 ("Executive"), and PRECISION
Partners, Inc., a Delaware corporation (the "Company"), is entered into as of
December 8, 2000. Capitalized terms used but not defined herein will have the
meanings assigned to them in the Agreement.
RECITALS
A. The Executive is currently the President and Chief Executive Officer
of the Company and Precision Partners Holding Company, a Delaware corporation
("PPHC", and together with the Company collectively, "Precision"), and a member
of the Board of Directors of Precision.
B. Each of Executive and Precision desires to amend the Agreement
as follows.
Accordingly, the parties hereby agree as follows:
Section 1. AMENDMENTS. The Agreement is hereby amended as set forth
below:
(a) The last sentence in Section 1.1(c) is deleted in its entirety
and replaced with the following:
From July 10, 2000 until December 31, 2000, the Company will
pay (within a reasonable period of time after receipt of
reasonably detailed invoices in respect thereof) one-half of
the actual costs up to a maximum of $25,000 of maintaining and
operating an office for Executive in Florida, and thereafter
from January 1, 2001 through the Termination Date, the Company
will pay (within a reasonable period of time after receipt of
reasonably detailed invoices in respect thereof) 100% of the
actual costs up to an aggregate annual maximum of $15,000 of
maintaining and operating an office for Executive in Florida
so long as the Company is in compliance with all of its
financial covenants for such period as such covenants are set
forth in each of the (i) Credit Agreement, dated as of March
19, 1999, as amended, among the Company, PPHC, Mid State
Machine Products, Galaxy Industries Corporation, Certified
Fabricators, Inc., General Automation, Inc., Xxxxxxxx Machine
& Tool Co., Inc. and Nationwide Precision Products Corp., the
several banks and other financial institutions or entities
from time to time parties to this Credit Agreement, Citicorp
U.S.A., Inc., as administrative agent, Bank of America, N.A.,
as syndication agent, and Suntrust Bank, Atlanta, as
documentation agent (the "Credit Agreement"), (ii) Loan,
Security and Guaranty Agreement, dated as of December 8, 2000,
by and among Galaxy Industries Corporation, Mid State Machine
Products, Nationwide
Precision Products Corp., General Automation, Inc., General Electric
Capital Corporation, for itself and as agent for certain
participants, and the Company, (the "Loan, Security And Guaranty
Agreement"), and (iii) Amended and Restated Master Lease Agreement,
dated as of December 8, 2000, by and among General Electric Capital
Corporation, for itself and as agent for certain participants, as
lessor, and Galaxy Industries Corporation, Mid State Machine
Products, Nationwide Precision Products Corp. and General
Automation, Inc. as lessees, (the "Amended And Restated Master Lease
Agreement").
(b) The first sentence in Section 1.3 is deleted in its entirety
and replaced with the following:
During the Employment Term, the Company will pay to Executive an
aggregate annual salary of $250,000 (as adjusted, "Salary") which
will be subject to annual review commencing January 1, 2001;
PROVIDED, HOWEVER; that the Company will increase Executive's Salary
by $25,000 if the Company is in compliance with all of its financial
covenants from December 8, 2000 through the fiscal quarter ending
June 30, 2001, as such covenants are set forth in each of the (i)
Credit Agreement, (ii) Loan, Security and Guaranty Agreement, and
(iii) Amended and Restated Master Lease Agreement.
(c) The exercise price of "$0.7470" set forth in the last sentence
of Section 1.5(a)(ii) is deleted and replaced with the exercise price of
"$0.3735".
(d) The first sentence of Section 1.5(b) is deleted in its
entirety and replaced with the following:
Prior to or upon the closing of the transactions contemplated
by each of the (i) Waiver and Amendment No. 3, dated as of
December 8, 2000, by and among Precision, Mid State Machine
Products, Galaxy Industries Corporation, Certified
Fabricators, Inc., General Automation, Inc., Nationwide
Precision Products Corp., Xxxxxxxx Machine & Tool Co., Inc.,
the lenders listed on the signature pages thereof and Citicorp
USA, Inc., as Administrative Agent for the lenders, (ii) Loan,
Security and Guaranty Agreement and (iii) Amended and Restated
Master Lease Agreement, Executive will purchase, and the
Company will cause there to be sold to Executive, an aggregate
of $1 million of Investment Units in LLC consisting of Class A
Equity at a purchase price of $0.3735 per unit.
Section 2. EFFECTIVENESS. This Amendment will be deemed effective
as of December 8, 2000.
Section 3. COUNTERPARTS. This Amendment may be executed in separate
original or facsimile counterparts, each of which will be deemed to be an
original instrument and all of which taken together will constitute a single
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
PRECISION PARTNERS, INC.
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
EXECUTIVE
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
