EXHIBIT 10.1
IRIS INTERNATIONAL, INC. ("IRIS")
FIRST AMENDMENT
TO
KEY EMPLOYEE AGREEMENT FOR XXXXX X. XXXXXX
XXXX INTERNATIONAL, INC., a Delaware corporation (the "Company") agrees
with you to amend the Key Employee Agreement for Xxxxx X. Xxxxxx (the
"Agreement") as follows, effective as of December 21, 2006:
1. Section 3.7 of the Agreement is deleted in its entirety and
replaced by the following:
3.7 In the event that you are terminated without cause at
any time, pursuant to Section 2.2(c) hereof, the Company shall pay you the
following: (a) an amount that does not exceed two times the maximum amount that
may be taken into account under a qualified plan pursuant to section 401(a)(17)
of the Internal Revenue Code (the "Code") for the year in which such termination
occurs; and (b) an amount that is the difference between eighteen months of base
salary (based on the monthly rate of base salary in effect immediately prior to
such termination) and the amount determined under subsection (a), above;
provided, however, that in no event shall the sum of the amounts computed under
subsections (a) and (b), above, exceed eighteen months of base salary (based on
the monthly rate of base salary in effect immediately prior to such
termination). At the choice of the Company, payment of the amount computed under
subsection (a) may be made in the form of a lump sum payment within ten (10)
days of the termination or through regular payroll payments in equal amounts for
a period that begins in the month of termination and ends no later than eighteen
(18) months after the month of termination, and payment of the amount computed
under subsection (b) may be made in the form of a lump sum payment within ten
(10) days of the termination or through regular payroll payments in equal
amounts for a period that begins in the month of termination and ends no later
than the 15th day of the third month of the calendar year following the year in
which you are terminated. If the amount computed under subsection (a) or (b) is
made through regular payroll payments, the Company shall maintain your medical
and dental insurance benefits in accordance with those in effect for employees
at the time of such termination, but only for the longer of the two periods
during which such payments are to be made through regular payroll. Termination
without cause shall include "constructive termination" in the event of a
significant diminution of your fundamental responsibilities as described in
Section 1 above; provided, however, that in the event the Company agrees that a
constructive termination has occurred under the provisions of this Agreement,
the amounts determined under subsection (a) and (b) above, shall be paid in
their entirety no later than the 15th day of the third month of the calendar
year following the year in which the Company agrees that such constructive
termination has occurred.
2. SECTION 11 OF THE AGREEMENT IS AMENDED BY ADDING THE FOLLOWING
TO THE END OF SUCH SECTION:
The parties acknowledge that the provisions of Section 3.7 as
hereby amended are based on the parties' understanding of the relevant
provisions of proposed regulations issued under section 409A of the Code. In the
event that the final regulations address the provisions of Section 3.7 in a
manner that could require that the amounts described in Section 3.7 be included
in your gross income at a time prior to the time of actual payment of amounts
pursuant to Section 3.7, and be subject to the additional tax and interest
described in section 409A, then the parties agree that as soon as possible after
review of such final regulations and in any event prior to the effective date of
such regulations, the provisions of Section 3.7 shall be amended in a manner
consistent with such final regulations and to the extent possible, consistent
with the intent of Section 3.7, so that the amounts described in Section 3.7
will be included in your gross income at the time of actual payment and will not
be included in your gross income and be subject to the additional tax and
interest that would be required by Section 409A prior to such actual payment
absent any such amendment.
3. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
IRIS INTERNATIONAL, INC.
By: /S/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Chairman
By: /S/ DR. XXXXXXX XXXXXX
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Dr. Xxxxxxx Xxxxxx, Chairman
of the Compensation Committee
Date: December 21, 2006
Accepted and agreed this 21st day of December, 2006.
/S/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
