January 16, 1997
Mr. Xxxxxxxx Xxxxxxx
0000 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000
Dear Sir:
Reference is made to an Employment Agreement ("Agreement") dated as of
March 1, 1995, between you ("Employee") and the undersigned (Corporation").
This is to confirm our understanding and agreement as follows:
1. The Agreement is hereby amended in the following respects:
a. At any time following the Closing Date of the Stock
Purchase Agreement dated as of December 4, 1996, by and between the Corporation
and Tracker Marine, L.P., the Corporation may terminate this Agreement at its
sole discretion and for any reason whatsoever immediately upon the giving of
written notice to Employee of such termination and specifying the effective time
thereof. Upon such termination, the Corporation shall pay to Employee an amount
equal to two-thirds of Employee's then current annual base salary (such
severance payment shall be subject to all required withholding (the "Severance
Payment"), which Severance Payment shall be payable in eight equal consecutive
monthly installments, commencing on the first day of the calendar month
immediately following any such termination, and subject to the provisions of
subparagraph (c) below.
b. Paragraph 1 of the Agreement is deleted and in lieu thereof
Employee agrees to serve in such executive capacity as may be assigned to him
from time to time by the Board of Directors of the Corporation.
Mr. Xxxxxxxx Xxxxxxx
January 16, 1997
Page 2
c. If employee is terminated pursuant to Section 1(a) hereof,
such termination will be deemed to be "without cause" for purposes of Section 9
of the Agreement provided, however, that if Employee engages in any activity
that would have been violative of Section 9 of the Agreement ("Competitive
Activity"), then all remaining obligations of the Corporation with respect to
Severance Payment installments to be paid from and after such engagement in
Competitive Activity shall thereupon cease, and all rights of Employee to the
remainder of such Severance Payment installments shall be forfeited.
d. Paragraphs 3, 4(iii) and 11(b) of the Agreement are hereby
deleted in their entirety.
2. In the event of any conflict between the provisions of the Agreement
and this letter, the provisions of this letter shall prevail. Except as provided
herein, the Agreement shall continue in full force and effect without change or
modification.
If the foregoing correctly sets forth our understanding, please
indicate your agreement in the space provided below.
Very truly yours,
MAKO MARINE INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
President
AGREED:
/s/ Xxxxxxxx Xxxxxxx
