1
EXHIBIT 10(c)
AMENDMENT NO. 2 TO EMPLOYMENT AND STOCK OPTION AGREEMENT - XXXXX X. XXXXXXX
10(c)-1
2
SECOND AMENDMENT TO
EMPLOYMENT AND STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENT (the
"Amendment") is entered into this 22nd day of October, 1997, between AMPACE
CORPORATION, a Delaware corporation (the "Company") and Xxxxx X. Xxxxxxx (the
"Executive").
WITNESSETH:
WHEREAS, the parties hereto have previously entered into an Employment
and Stock Option Agreement dated February 16, 1995 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Executive as follows:
1. Section 5(b) of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
(b) The Option Price shall be $1.41 per share; provided,
however that in case the Company should at any time subdivide
the outstanding shares of Common Stock, or shall issue a stock
dividend on its outstanding Common Stock, the Option Price
shall be proportionately decreased, and in the case the
Company shall at any time combine the outstanding shares of
Common Stock, the Option Price in effect immediately prior to
such combination shall be proportionately increased, effective
at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
2. The text of Section 5(d) of the Agreement following subsection (v)
of said Section is hereby deleted in its entirety and replaced with the
following:
Upon the occurrence of any event described above (a "Change of
Control"), (i) the Company shall provide the Executive written
notice of such Change of Control and (ii) the Option shall
automatically accelerate and become fully exercisable.
In addition, upon a Change of Control described in Section
5(d)(i), the portion of the Option that is not exercised shall
be assumed by, or replaced with comparable
10(c)-2
3
options by, the surviving corporation. Any replacement options
shall entitle the Executive to receive the same amount and
type of securities as the Executive would have received as a
result of the Change of Control had the Executive exercised
the Options immediately prior to the Change of Control.
3. Section 11 of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
If this Agreement is terminated for any reason, other than
"Cause," the Executive will be entitled to receive an amount
equal to 2.5 times the total amount of salary and bonus
compensation paid to Executive during the year prior to
termination ("Severance Pay"). For purposes of this paragraph,
"Cause" shall mean (i) the commission of a felony or a crime
involving moral turpitude or the commission of any other act
involving dishonesty, disloyalty or fraud with respect to the
Company or any of its subsidiaries, (ii) conduct tending to
bring the Company or any of its subsidiaries into substantial
public disgrace or disrepute, (iii) willful disregard of
significant management responsibilities directed by the Board,
(iv) gross negligence or willful misconduct with respect to
the Company or any of its subsidiaries or (v) any other
material breach of this Agreement that is not cured within 15
days after written notice thereof to the Executive.
4. The remaining provisions of the Agreement which have not been
modified by this Amendment shall remain in full force and effect as if set forth
herein.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
AMPACE CORPORATION
By: /s/ Xxx X. Xxxxxx
-------------------------
Title: President
/s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
10(c)-3
