FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
Exhibit 10.1
FIRST AMENDMENT
TO
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Amendment”), made this 6th day of January, 2006, is entered into by and among Lifeline Systems, Inc., a Massachusetts corporation (“Lifeline”), and Xxxxxx Xxxxxxxxx (the “Employee”) and amends that certain Employment and Noncompetition Agreement, effective as of May 1, 2003 (the “Original Agreement”), by and among Lifeline and the Employee. Capitalized terms used herein without definition shall have the meaning for such terms set forth in the Original Agreement.
1. The first sentence of Section 1.1 of the Original Agreement is hereby amended by changing the date “May 1, 2008” to “May 1, 2011,” such date representing the ending date of the initial Employment Period.
2. In connection with Section 1 of this Amendment, the second sentence of Section 1.1 of the Original Agreement is hereby amended by changing the phrase “five-year term” to “eight-year term.”
3. Effective March 1, 2006, Section 2.1 of the Original Agreement is hereby amended by changing the amount “$340,000” to “$410,000,” such amount representing the minimum annualized base salary of the Employee.
4. As additional compensation for the Employee’s employment under the Original Agreement, as amended by this Amendment, Lifeline granted to the Employee as of December 7, 2005 sixty thousand (60,000) shares of Lifeline Common Stock. Such award was granted pursuant to the Incentive Plan and the Restricted Stock Agreement in the form attached as Exhibit A to this Amendment.
5. Except as expressly provided in this Amendment, all of the terms and provisions of the Original Agreement shall remain in full force and effect and all references to the Original Agreement shall hereinafter be deemed to be references to the Original Agreement, as amended by this Amendment.
6. This Amendment may be executed in counterparts and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
By: |
/s/ L. XXXXXX XXXXXXX | |
Name: |
L. Xxxxxx Xxxxxxx | |
Title: |
Chairman | |
/s/ XXXXXX XXXXXXXXX | ||
Xxxxxx Xxxxxxxxx |
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