Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER
THIS AMENDMENT TO EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER
("Agreement") made the 13th day of December, 1998, between STB SYSTEMS, INC.,
a Texas corporation (the "Company"), and XXXXXXX X. XXXXXXXXX ("Executive").
WHEREAS, Executive and the Company have executed an Employment Agreement
dated as of November 1, 1996 (the "Employment Agreement"); and
WHEREAS, under an Agreement and Plan of Reorganization dated as of
December 13, 1998 (the "Merger Agreement"), the Company will become a
wholly-owned subsidiary of 3Dfx Interactive, Inc., a California corporation
("3Dfx"); as of the Effective Time (as defined in the Merger Agreement) (the
"Merger"); and
WHEREAS, at the Effective Time of the Merger, 3Dfx will assume the
Employment Agreement and become the employer thereunder; and
WHEREAS, Executive and the Company desire to set forth in this Agreement
the amended terms for Executive's continued employment following the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
FIRST
The terms of this Agreement shall become effective only at the Effective
Time of the Merger, at which time 3Dfx shall assume the Employment Agreement,
as amended by this Agreement, and all references in such Employment Agreement
and this Agreement to the "Company" shall be deemed to refer to 3Dfx.
Paragraphs 1 and 2 of the Employment Agreement will be amended in their
entirety to provide as follows:
"1. EMPLOYMENT. The Company hereby agrees to employ Executive and Executive
hereby agrees to serve the Company, on the terms and conditions set forth
herein, for the period commencing on the Effective Time of the Merger and
expiring on the date that is the one year anniversary of such date (unless
sooner terminated as hereinafter set forth); provided, however, that
commencing on such anniversary date, and each annual anniversary of such date
thereafter, the term of this Agreement shall automatically be extended for
one additional year unless, at least 30 days prior to any such anniversary
date, the Company or the Executive shall have given notice that it does not
wish to extend this Agreement. The term of this Agreement, as it may from
time to time be extended in accordance with this Paragraph, may be referred
to herein as the "Period of Employment."
2. POSITION AND DUTIES. Executive shall serve as the Senior Vice
President of Texas Operations for the Company, performing the functions and
duties as shall be prescribed from time to time provided that such functions
and duties are consistent with and attendant to Executive's position or other
positions that he may hold from time to time. Executive shall devote his
full working time and efforts to the business and affairs of the Company and
the promotion of its interests and perform all duties and services on behalf
of the Company
necessary to carry out such functions."
SECOND
Subparagraphs 3a. and 3b. of the Employment Agreement will be amended in
their entirety to read as follows:
"3. COMPENSATION AND RELATED MATTERS.
a. BASE SALARY. Executive shall receive an annual base salary
("Base Salary") at the rate of Two Hundred Thirty Thousand Dollars and No/100
Cents ($230,000.00) during the period ending on the first anniversary of the
Effective Time of the Merger. Thereafter, Executive's Base Salary shall be
redetermined at least 30 days before each annual anniversary in an amount to
be fixed by the Board of Directors of the Company or the Compensation
Committee thereof. The term "Base Salary" as used in this Agreement shall
mean, at any point in time, Executive's annual base salary at such time. The
Base Salary shall be payable in substantially equal semi-monthly installments
or in accordance with the Company's regular payroll practices.
b. INCENTIVE COMPENSATION. In addition to Base Salary, Executive
shall participate in the Company's incentive compensation plan for its senior
executive management employees."
THIRD
Subparagraph 9c of the Employment Agreement will be amended to delete
therefrom Subsection (A) in its entirety. Subsection (C) of the definition
of "Good Reason" in Subparagraph 9d of the Employment Agreement will be
amended in its entirety to reflect more clearly the original intent of the
parties, to read as follows:
"(C) without Executive's consent, a reduction of Executive's Base Salary
to an amount less than previously determined and fixed for the immediately
preceding twelve-month period by the Compensation Committee in accordance
with Subparagraph 3(a) other than a reduction deemed necessary by the Board
for all executive officers;"
FOURTH
Paragraph 12 of the Employment Agreement will be amended in its entirety
to provide as follows:
"12. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as
follows:
if to the Executive:
At his home address as shown
in the Company's personnel records;
if to the Company:
3Dfx Interactive, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt."
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
STB SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXXXXXXX By:
Its.: Chief Executive Officer
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