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EXHIBIT 10.8
AGREEMENT
Agreement made as of September 14, 1994 by and between Xxxxx
Xxxxx ("Executive") and Xxxxx Xxxxx, Inc. (the "Company").
A. WHEREAS, Executive and the Company entered into an Employment
Agreement dated as of November 5, 1991 (the "Employment Agreement") which is
scheduled to terminate on November 4, 1994; and
B. WHEREAS, Executive and the Company desire to extend the term
of the Employment Agreement in accordance with the terms hereof.
NOW, THEREFORE, for and in consideration of the mutual agreements
set forth herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Extension of Employment Agreement. The term of the Employment
Agreement shall be extended for a one-year period commencing on November 5, 1994
and on each anniversary of such date thereafter shall be automatically extended
for additional one-year periods unless Executive or the Company shall give the
other party written notice, at least sixty days prior to the expiration of any
such year, that such party desires that the Employment Agreement not be extended
in which event the Employment Agreement will terminate at the expiration of any
such year.
2. Bonus Payments. The Company's obligation to pay a bonus to
Executive pursuant to Section 3(b) of the Employment Agreement (the
"Performance-Based Compensation") shall, to the extent (and only to the extent)
that the payment of such bonus would cause Executive's aggregate compensation
from the Company for any fiscal year to exceed $1,000,000, be subject to and
contingent upon approval of the material terms of the Performance-Based
Compensation by the holders of a majority of the Company's voting shares at the
1995 annual meeting of stockholders of the Company. The Company agrees to submit
the Performance-Based Compensation to the holders of the voting shares of the
Company for approval at the 1995 annual meeting of stockholders of the Company,
and payment of that portion of Performance-Based Compensation, if any, which
could not be paid pending such approval shall be paid within 5 business days of
the date of the meeting at which such approval is obtained.
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3. No Additional Amendment. Except as expressly modified and
amended hereby, the Employment Agreement, and each and all of the terms and
provisions thereof, shall remain in full force and effect and is ratified
hereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
XXXXX XXXXX, INC.
By: /s/ C. XXXXXX XXXXXXX
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C. Xxxxxx XxXxxxx, President
and Chief Executive Officer
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