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Exhibit 10.70
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (the "Amendment") is
entered into as of December 12, 2000, between Xxxxxxxxx Industries, Inc., a
Delaware corporation (the "Company"), and Zivi X. Xxxxxx, an individual (the
"Employee").
RECITALS
The Company and the Employee are parties to that certain Employment
Agreement entered into as of March 30, 1999, as amended on December 27, 1999
(the "Employment Agreement"), pursuant to which the Employee is employed as
President and Chief Executive Officer of the Company. The Company and the
Employee desire to amend the Employment Agreement on the terms and conditions
set forth in this Amendment.
TERMS OF AGREEMENT
In consideration of the above recitals and the mutual promises herein
contained, the Company and the Employee hereby agree as follows:
1. Effective as of January 1, 2001, Section 3(c)(ii) of the Employment
Agreement is amended in its entirety by deleting the initial paragraph and
subsection (A) thereof and substituting the following:
"(ii) Annual Company Bonus. For each calendar year at the end
of which year the Employee is employed by the Company:
(A) If the Net Income (as hereinafter defined) of the
Company for such year is an amount equal to the Company's target net
income as determined in the sole discretion of the Board (or the
Executive Committee) for such year (the "Target"), the Employee shall
be entitled to a bonus (i) in the case of the calendar year ended
December 31, 2000, in an amount equal to the Salary of the Employee as
of December 31, 2000, (ii) in the case of the calendar year ended
December 31, 2001, in an amount equal to $720,000, and (iii) in the
case of any subsequent calendar year, in an amount determined by the
Board or the Compensation Committee thereof (but not less than the
Salary of the Employee as of December 31 of such calendar year) (each
such amount being referred to as the "Target Bonus"). For purposes of
this Agreement, "Net Income" shall mean actual net income, as
determined by the Company in its sole discretion in accordance with
GAAP.
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2. Except as expressly amended hereby, all of the terms and conditions
of the Employment Agreement shall continue in full force and effect.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
XXXXXXXXX INDUSTRIES, INC.
By: /s/ Xxxx xxx Xxxxx
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Name: Xxxx xxx Xxxxx
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Title: Executive Vice President
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EMPLOYEE
/s/ Zivi X. Xxxxxx
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Zivi X. Xxxxxx
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