EXHIBIT 10.17
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This is an Amendment No. 2, dated October 1, 1998 ("Amendment No. 2"),
to an Employment Agreement dated January 22, 1997 (the "Employment Agreement"),
between Plasma-Therm, Inc., a Florida corporation (the "Company"), and Xxxxx X.
Xxxxxx (the "Employee").
BACKGROUND
WHEREAS, the Employee is currently employed by the Company pursuant
to the terms of the Employment Agreement and a subsequent amendment dated
August 19, 1997 ("Amendment No. 1").
WHEREAS, the parties wish to amend the Employment Agreement to reflect
changes in section 8.4 and to amend Amendment No. 1 to reflect changes in
sections 3 and 4.
NOW, THEREFORE, the parties hereto intending to be legally bound
hereby, and in consideration of the mutual covenants herein contained, agree as
follows:
TERMS
1. The foregoing recitals are true and correct and incorporated herein
by reference. Any capitalized terms used but not defined herein shall have the
same meaning ascribed to them in the Employment Agreement and Amendment No. 1.
2. The Employment Agreement is hereby amended by adding a new section
8.4(d) to read in its entirety as follows:
"In the event of a Change of Control, all stock options granted
under the Company's 1995 Stock Incentive Plan (the "Plan") shall
immediately become fully vested and exercisable. In addition, in the
event of a Change of Control, the Stock Option Committee shall have the
discretion to accelerate the termination of any stock option granted
under the Plan to a date no earlier than six (6) months following the
date of a Change of Control."
3. Amendment No. 1 is hereby amended by revising section 3 to read in
its entirety as follows:
"The Employee shall be employed as Chief Financial Officer,
Secretary and Treasurer. Employee's particular duties and power in such
capacity shall be such as may be determined from time to time by the
Board of Directors, President and Chief Executive Officer of the
Company. Any material diminution of Employee's duties or
responsibilities pursuant to this Agreement will be considered a breach
of this Agreement."
4. Amendment No. 1 is hereby amended by revising section 4.1 to read
in its entirety as follows:
"A base annual salary of $100,000 payable in accordance with the
Company's usual payroll procedures as they may exist from time to
time;"
5. Except as specifically set forth above, the Employment Agreement
and Amendment No. 1 shall remain in full force and effect.
6. This Amendment No. 2 may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall
constitute one document.
7. This Amendment No. 2 contains the final, complete, and exclusive
expression of the parties' understanding and agreement concerning the matters
contemplated herein and supersedes any prior or contemporaneous agreement of
representation, oral or written, among them.
8. This instrument shall be binding upon, and shall inure to the
benefit of, each of the parties' respective personal representatives, heirs,
successors, and assigns.
9. This instrument shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 on
the day and year first written above.
PLASMA-THERM, INC.
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
President and Chief Operating Officer
Employee
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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