EXHIBIT 10.07 (c)
THIS AMENDMENT NO. 2, is made and entered into this 144A day of
October, 1997, by and between PARK ELECTROCHEMICAL CORP., a New York
corporation (the "Company"), having an office at X Xxxxxx Xxxxx, Xxxx
Xxxxxxx, Xxx Xxxx 00000, and XXXXX XXXXX (hereinafter called "Shore"),
residing at Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx.
WITNESSETH:
WHEREAS, the Company and Shore have previously executed and
delivered an Amended and Restated Employment Agreement, dated as of February
28, 1994, as thereafter amended (as so amended, the Amended and Restated
Employment Agreement is hereinafter referred to as the "Employment
Agreement"); and
WHEREAS, in accordance with Section 5 of the Employment Agreement,
effective March 3, 1997 Shore retired from full-time employment with the
Company and commenced serving as a consultant for a term of five years; and
WHEREAS, the Company believes it is desirable and in the best
interests of the Company and its shareholders that (i) the five-year
consulting period be extended and (ii) the Company obtain from Shore certain
non-competition covenants to remain in effect throughout the extended
consulting period, in consideration for which the Company is agreeing to
provide certain additional life insurance benefits to Shore.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Amendment to Section 5 of Employment Agreement. Section 5 of
the Employment Agreement shall be amended by replacing the second sentence
thereof with the following:
"Upon the effective date of such retirement and for a
period of six (6) years thereafter (the "consulting
period"), Shore shall make himself available to advise and
consult with officers and other employees of the Company
so that the Company may continue to have the benefit of
his experience and knowledge of the affairs of the Company
and of his reputation and contacts in the industries in
which the Company is engaged in business."
2. Amendment to Section 11 of Emplovment Agreement. Section 11
of the Employment Agreement shall be amended in its entirety to read as
follows:
"11. Non-Competition. (a) Shore shall not, during the
consulting period, directly or indirectly: (i) induce any
person connected with or employed by the Company or any
subsidiary of the Company to leave the employ of the
Company or any such subsidiary; or (ii) solicit the
employment of any such person on his own behalf or on
behalf of any other person, firm, corporation, association
or any other entity.
"(b) Shore shall not, during the consulting period,
without the prior approval of the Board of Directors of
the Company, directly or indirectly engage in competition
("Competition") with the Company. For purposes of this
Agreement, Competition by Shore shall mean Shore's
engaging in, or otherwise directly or indirectly being
employed by or acting as a consultant or lender to, or
being a director, officer, employee, principal, licensor,
trustee, broker, agent, stockholder, member, owner, joint
venturer or partner of, or permitting his name to be used
in connection with the activities of any other business or
organization anywhere which competes, directly or
indirectly, with the business of the Company; provided,
however, that Shore shall not be deemed to have engaged in
Competition merely by owning not more than 5% of the
outstanding securities of a corporation if such securities
are traded on a national stock exchange or in the over-
the-counter market."
3. Full Force and Effect. This Amendment No. 2 constitutes an
amendment to the Employment Agreement as contemplated by Section 12 thereof.
The Employment Agreement, as modified by this Amendment No. 2, shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.
PARK ELECTROCHEMICAL CORP.
By: /s/Xxxxx X. Xxxxx
Title: President
/s/Xxxxx Xxxxx
Xxxxx Xxxxx
