EXHIBIT 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT entered into and effective as
of November 12, 2004, among, ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio
corporation ("ADLT"), and XXXXX X. XXXXXXX ("EMPLOYEE");
RECITALS
WHEREAS, ADLT and Employee have entered into an Employment
Agreement, dated as of December 10, 2003, relating to Employee's employment (the
"Original Agreement"); and
WHEREAS, ADLT and Employee desire to amend the terms of the Original
Agreement to reduce the amount the Additional Bonuses to be applied to ADLT's
loan to the Employee to the amount of the after-tax proceeds of such bonuses,
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
AGREEMENT
1. Item II of Exhibit A to the Original Agreement is hereby amended to
read in its entirety as follows:
II. ADDITIONAL BONUS
Subject to Section 6, Employee will receive additional bonuses of : (1)
on July 1, 2004, $2,027,000 (of which an amount equal to the after-tax
proceeds of such additional bonus shall be applied to the outstanding
loan by the Company to Employee, with the remaining amount being, first,
applied to required withholding obligations of the Company and, second,
any remaining amount paid to Employee for payment of taxes); and (2) on
July 1, 2005, $2,027,000 (of which an amount equal to the after-tax
proceeds of such additional bonus shall be applied to the outstanding
loan by the Company to Employee, with the remaining amount being, first,
applied to required withholding obligations of the Company and, second,
any remaining amount paid to Employee for payment of taxes).
2. This Amendment shall be governed by and construed according to the
laws of the State of Ohio.
3. All initially capitalized terms that are used but not defined herein
have the meaning ascribed to them in the Original Agreement. As used
in this Amendment and in the Original Agreement, as amended hereby,
the term "Employment Agreement" shall mean the Original Agreement as
amended by this Amendment.
4. This Amendment only modifies the Original Agreement to the extent
provided for herein, and the Original Agreement shall otherwise
remain in full force and effect without interruption.
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5. This Amendment and the Original Agreement, as amended hereby,
constitute the entire agreement between the parties with respect to
the matters subject to this agreement and all prior and
contemporaneous agreements or discussions, written or oral, with
respect thereto have no force or effect whatsoever. If any amendment
of the terms of Original Agreement contained in this Amendment shall
be contrary to applicable law, such amendment shall be of no force
or effect and the Employment Agreement shall remain in full force
and effect without any such amendment.
IN WITNESS WHEREOF, ADLT and Employee have caused this Amendment to
be duly executed and delivered as of the date first above written.
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Its: EVP and Treasurer
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