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SECOND AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amended and Restated Executive Employment Agreement (the
"Amendment") is made and entered into as of this 1st day of November, 1997 by
and among Xxxx Electronics Corp. ("Xxxx"); Xxxx Electronics Group, Inc.; Harbor
Electronics, Inc.; Xxxx Employment Company; Specialty Connector Company; Socket
Express, Inc.; Xxxx Technology, Inc.; Xxxx Holdings U.S., Inc.; Xxxx
Electronics Korea Ltd.; Xxxx Electronics B.V.; Xxxx Electronics Manufacturing
B.V.; Xxxx Electronics Distributor B.V.; Xxxx Connector Systems S.L.; Xxxx
Connector Systems GmbH; Bergtronics, O.y.; Xxxx Electronics, s.r.l.; Xxxx
Electronics Canada, Inc.; Xxxx Electronics Hong Kong Limited; Xxxx Electronics
Singapore PTE Ltd.; Xxxx Electronics S.A. (France); CBOS Electronics, A.B.;
Xxxx Electronics, S.A. (Switzerland); Connector Systems Limited; TVS Xxxx Ltd.;
Xxxx Electronics Taiwan Ltd.; Xxxx Electronics Japan K.K.; Xxxx Electronics
Engineering, K.K.; Xxxx Electronics China Ltd.; Xxxx Electronics Nantong, Ltd.;
Connector Systems (U.S.) Inc.; and Connector Systems Technology, N.V. (all,
including Xxxx, collectively called "Employer"), and Xxxxx X. Xxxxxxxx
("Employee") and amends that certain Amended and Restated Executive Employment
Agreement entered into as of February 1, 1996 (the "Agreement") .
WITNESSETH:
WHEREAS, the Agreement was for a period of five (5) years and would
terminate on the 28th day of February, 2001; and,
WHEREAS, the parties wish to extend the term of this Agreement in
accordance with the terms and conditions hereof.
NOW, THEREFORE, Employee and Employer, in consideration of the
agreement, covenants and conditions herein, agree as follows:
A. That Section 1(a) of the Agreement is hereby amended so as to
read as follows:
(a) Employer hereby agrees to employ Employee (hereinafter referred
to as the "Employment") as Senior Vice President and Chief Financial
Officer of Xxxx (the "Position"), and Employee agrees to be employed by
Employer in such Position for an initial period of five (5) years ending
on the 30th day of October, 2002 (the "Termination Date"), unless
terminated earlier as provided herein (the "Employment Period"). In the
event that a termination has not occurred prior to the Termination Date,
unless either party shall have given written notice to the contrary, at
least 30 days prior to the end of the Employment Period or any extension
thereof, the Employment Period shall automatically renew for successive
one (1) year periods until terminated as provided here or elsewhere
hereinbelow.
B. The parties agree that all other terms and conditions of the
Agreement remain in full force and effect except as otherwise provided in this
Amendment.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have hereunto executed this Amendment to
the Employment Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
XXXX ELECTRONICS CORP.
XXXX ELECTRONICS GROUP, INC.
HARBOR ELECTRONICS, INC.
XXXX EMPLOYMENT COMPANY
SPECIALTY CONNECTOR COMPANY
SOCKET EXPRESS, INC. ---------------------------------
XXXX TECHNOLOGY, INC. Xxxxx X. Xxxxxxxx
XXXX HOLDINGS U.S., INC.
XXXX ELECTRONICS KOREA LTD.
XXXX ELECTRONICS B.V.
XXXX ELECTRONICS MANUFACTURING
B.V.
XXXX ELECTRONICS DISTRIBUTOR B.V.
XXXX CONNECTOR SYSTEMS X.X.
XXXX CONNECTOR SYSTEMS GMBH
BERGTRONICS O.Y.
XXXX ELECTRONICS S.R.L.
XXXX ELECTRONICS CANADA, INC.
XXXX ELECTRONICS HONG KONG LIMITED
XXXX ELECTRONICS SINGAPORE PTE LTD.
XXXX ELECTRONICS S.A. (France)
CBOS ELECTRONICS, X.X.
XXXX ELECTRONICS, S.A. (Switzerland)
CONNECTOR SYSTEMS LIMITED TVS XXXX
LTD.
XXXX ELECTRONICS TAIWAN LTD.
XXXX ELECTRONICS JAPAN X.X.
XXXX ELECTRONICS ENGINEERING, X.X.
XXXX ELECTRONICS CHINA LTD.
XXXX ELECTRONICS NANTONG, LTD.
CONNECTOR SYSTEMS (U.S.), INC.
CONNECTOR SYSTEMS TECHNOLOGY,
N.V.
By:
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Xxxxx X. Xxxxxxxx, Senior Vice President
on behalf of all of the above companies
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