EXHIBIT 10.61
Xxxxxxx Technology Company, Inc.
00 Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
August 13, 2002
Xx. Xxxxxx X. Xxxxx
00000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
Pursuant to Paragraph 18 of our agreement dated March 19, 2001 as
amended on February 26, 2002 (the "Agreement") which sets forth the terms of
your employment with Xxxxxxx Technology Company, Inc. (the "Company"), the
Agreement is hereby changed, effective August 13, 2002, as follows:
(1) Paragraph 2D of the Agreement is changed by deleting that Paragraph
in its entirety, and inserting in its place the following:
D. Deferred Compensation. You shall be paid, at such times as
are set forth in this Agreement, annual deferred compensation
of one hundred one thousand seven hundred eighteen and 60/100
dollars ($101,718.60), which on a monthly basis is eight
thousand four hundred seventy-six and 55/100 dollars
($8,476.55) (the "Monthly Amount"). The Monthly Amount shall
be paid monthly, to you
or your estate, as the case may be, beginning on the day set
forth in this Agreement, for a period of one hundred eighty
(180) months or the period ending with the month of your
death, whichever is longer. In this regard, if you die after
the date on which you first become entitled to payment of the
Deferred Compensation, whether or not the first payment of the
Monthly Amount has been made, and prior to the payment of the
Monthly Amount for one hundred eighty (180) months, the
Monthly Amount shall be paid monthly for the balance of such
one hundred eighty (180) month period to the beneficiary or
beneficiaries designated by you in writing to the Company, or,
if none are designated, to your estate.
(6) Paragraph 3B(i) of the Agreement is changed by deleting that
paragraph in its entirety, and inserting in its place the following:
(i) In order to facilitate your purchase of three hundred
fifteen thousand one hundred forty-four (315,144) shares of
the Company's Class B Common Stock, par value $.01 per share
(the "Class B Stock"), the Company, on November 30, 1993,
loaned to you one million eight hundred seventeen thousand
three hundred twenty-one dollars and sixteen cents
($1,817,321.16) (the "Loan"). The Loan was made pursuant to a
Loan and Pledge Agreement dated November 30, 1993, which was
amended on November 25, 1997, and further amended on February
26, 2002, and which is being amended effective August 13, 2002
by an Amended and Restated Loan and Pledge Agreement. The Loan
was evidenced by a demand promissory note dated November 30,
1993 (the "Note"), which was replaced by an amended demand
promissory note dated February 26, 2002 (the "Amended Note")
in
the principal amount of one million five hundred thousand
dollars ($1,500,000.00). The Amended Note is being replaced
effective August 13, 2002 by an amended demand promissory note
(the "Second Amended Note") in the principal amount of seven
hundred fifty thousand dollars ($750,000.00). The Second
Amended Note bears interest, payable annually, at a rate equal
to five percent (5%) per annum effective August 13, 2002. If
your employment under this Agreement terminates for any reason
other than death or for "cause," as the term "cause" is
defined in Xxxxxxxxx 0X hereof, the Company will not demand
payment of the outstanding principal of or accrued interest on
the Second Amended Note for a period of six (6) months after
such termination, or for a period of twelve (12) months after
termination of your employment in the case of your death.
Notwithstanding anything to the contrary contained in this
Paragraph, at any time that you sell any of the shares of
Class B Stock while any amount of the Second Amended Note
remains unpaid, you shall, within five (5) days of receipt of
the funds from such sale, pay to the Company, in repayment of
part or all, as the case may be, of the Second Amended Note,
an amount equal to five dollars and seventy-seven cents
($5.77) times the number of shares of the Class B Stock so
sold, but not in excess of the unpaid balance of the Second
Amended Note, plus interest as set forth in the Second Amended
Note, on the amount so repaid to the extent that such interest
accrued to the date of such repayment.
As so changed by this letter agreement, the Agreement shall remain in
full force and effect.
Very truly yours,
XXXXXXX TECHNOLOGY COMPANY, INC.
By:
Xxxx X. Xxxxx, Xx.
Its President and CEO
AGREED TO AND ACCEPTED:
Xxxxxx X. Xxxxx
