EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of
June 30, 2000, between XXXXXXXXXX.XXX, INC, a Delaware corporation (the
"Company") and Xxxxxxx Xxxx.
The Company and the Executive have heretofore entered into an Amended
and Restated Employment Agreement dated as of January 28, 2000 (the "Agreement")
(capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement). The Compensation Committee ("Compensation
Committee") of the Board of Directors of the Company (the "Board") has agreed to
amend the Agreement to clarify certain provisions thereof.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. Amendments. Effective as of the date hereof, Section 5(c) of the
Agreement shall be amended in its entirety to read as follows:
"(a) Stock Options. During the Term, the Executive shall be
entitled to receive stock option grants, no less frequently than
annually. The number of stock options and the terms and conditions
of stock options granted to the Executive shall be determined by
the Compensation Committee in its discretion; provided, that
beginning in 2000, the Executive shall be granted stock options to
purchase at least 175,000 shares of the Company's common stock
during each calendar year.
In addition, effective August 10, 1999, the Company will grant
to the Executive pursuant to the Company's 1997 Incentive
Compensation Plan (the "Plan") non-qualified stock options (the
"Options") to purchase 200,000 shares of the Company's common
stock, at an exercise price equal to the closing price per share
of the common stock on August 10, 1999, as reported by Nasdaq. The
Options shall be granted pursuant to and subject to the terms and
conditions of the Plan and shall have a ten-year term.
Notwithstanding anything in the Plan or the forms of agreements
evidencing the Options to the contrary, the Options shall vest and
become exercisable in full on the earliest to occur of: (i) August
10, 2004; or (ii) the first business day of the calendar quarter
immediately following the calendar quarter in which the Company
first achieves positive EBITDA."
2. Effective Date. This Amendment shall be effective upon its execution
by the Company and the Executive.
3. Counterparts. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.
4. No Other Modification. Except as otherwise expressly modified by the
terms and provisions of this Amendment, the Agreement shall remain in full force
and effect, and is hereby in all respects confirmed and ratified by the parties
hereto.
5. References to Agreement. From and after the effective date hereof,
each reference in the Agreement to "this Agreement", "hereto", "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement as modified and
amended by this Amendment.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment to Employment Agreement as of the date first written above.
XXXXXXXXXX.XXX, INC
By: /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
/S/ XXXXXXX XXXX
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Xxxxxxx Xxxx
