Exhibit 10.37
Amendment and Waiver under Employment Agreement
and Executive Profit Performance Bonus Plan
for Xxxxxxxx X. Xxxxxxx
This Amendment and Waiver is made and effective as of the 1st day of
October, 1999 by and between Elcom International, Inc., a Delaware corporation
("Elcom" or the "Company"), and Xxxxxxxx X. Xxxxxxx, currently residing at 00
Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, under the currently effective Employment Agreement between the
Company and the Executive (the "Agreement"), the Executive is entitled to
certain participation rights in the Executive Profit Performance Bonus Plan (the
"Plan"); and
WHEREAS, the Executive has tendered his resignation from the employment
of the Company which the parties have agreed shall be effective as of March 31,
2000; and
WHEREAS, the Company has promised to pay to Executive a severance
benefit equal to $100,000 in April 2001, in addition to any other amounts to
which the Executive may be entitled; and
WHEREAS, in consideration for such promise to pay additional severance
benefits, Executive has agreed to waive his rights to participate in the Plan
for any fiscal year beginning on or after January 1, 2000 on the terms set forth
herein;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company and the Executive mutually
agree as follows:
1. Waiver. The Executive hereby waives and relinquishes any and all
rights and entitlements, whether under the Agreement, the Plan or
otherwise to receive any payments amounts under or in respect of the
Plan with respect to any period commencing on or after January 1,
2000. Notwithstanding the foregoing, if, but only if, the Compensation
Committee of the Board of Directors of the Company determines to make
a discretionary bonus payment to Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxx
under the Plan or otherwise with respect to substantially similar
criteria as established for the Plan with respect to the Company's
fiscal year 2000, then the Company shall make a payment to the
Executive that is equal to the amount Executive otherwise would have
received under the Plan were it not for
this Waiver and Amendment (i.e. 17.5% of the applicable bonus
pool), minus $100,000 (reflecting the severance benefit hereinabove
referenced).
2. This Amendment and Waiver shall constitute an amendment of the
Agreement and the Plan and shall be binding on the parties hereto.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed their
names as of the date first above written.
Elcom International, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Its: Chairman & CEO
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
