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EXHIBIT 10(vvv)
AMENDMENT TO THE
CERPROBE CORPORATION
CHANGE OF CONTROL AGREEMENT
This Amendment ("Amendment") to the Cerprobe Corporation
Change of Control Agreement ("Agreement") is made and entered into by and
between CERPROBE CORPORATION ("Company") and Xxxxxx X. Xxxxxx ("Executive"), as
of the 17th day of August, 2000.
RECITALS
A. The Company and Executive have entered into the Agreement providing
Executive with a special package of benefits if Executive's employment with the
Company is terminated by the Company without Cause or if Executive terminates
employment with the Company for Good Reason within two years following a Change
of Control.
B. The Company wishes to amend the Agreement to eliminate the ceiling
on benefits in the event total payments paid to Executive due to a Change in
Control exceed prescribed limits under Section 28OG of the Internal Revenue Code
of 1986, as amended ("Code"), and to require the Company to make an additional
payment to Executive in the amount of the excise tax plus any additional income
tax liability resulting from payments made to Executive in excess of the limits
under Sections 280G and 4999 of the Code.
C. The Company and Executive accordingly agree that the terms of the
Agreement are amended as of the date of this Amendment.
AGREEMENT
1. Paragraph 8 of the Agreement is hereby amended in its entirety to
read as follows:
8 ADDITIONAL PAYMENT. If the present value of any "parachute
payment" made to you under this Agreement (together with payments under
any other agreement) would cause the payment to be characterized as an
"excess parachute payment" as such terms are defined in Section 28OG of
the Internal Revenue Code of 1986, as amended ("Code"), the Company
shall make an additional payment to you in an amount equal to the
excise tax you are required to pay under Section 4999 of the Code plus
any additional income tax liability resulting from such payment.
2. Paragraph 16 of the Agreement is hereby amended in its entirety to
read as follows:
All claims, disputes and other matters in question between the
parties arising under this Agreement shall, unless otherwise provided
herein (such as in Section 9(d)), be resolved
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in accordance with the arbitration or alternative dispute resolution
provisions included in your Employment Agreement.
3. The third sentence in Paragraph 19 of the Agreement is hereby
deleted in its entirety.
4. This Amendment shall amend only the terms of the Agreement as set
forth above, and those terms not expressly amended shall remain in full force
and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed
by its duly authorized officer and the Executive has signed this Amendment as of
the date first written above.
CERPROBE CORPORATION
________________________________
Xxxx X. Xxxxxxx
Chairman of the Board
EXECUTIVE
________________________________
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