Exhibit 10.42
ADDENDUM TO EMPLOYMENT AGREEMENT
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This Addendum to Employment Agreement (the "Addendum") is made and
effective this 26th day of June, 1997, by and between Xxxxx X. Xxxxxxx (the
"Executive") and Xxx Research Corporation (the "Company").
R E C I T A L S
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A. The Executive is currently employed by the Company as its Chief
Executive Officer pursuant to an Employment Agreement entered into by the
parties effective as of July 1, 1996 (the "Employment Agreement"). The
Executive also serves as Chairman of the Company's Board of Directors.
B. Section 2(b)(iii) of the Employment Agreement provides that the
Executive's employment with the Company shall terminate in the event the Company
hires a successor to the Executive as Chief Executive Officer, and that in such
event the Executive's status shall convert to that of a consultant, as
contemplated by Section 6 of the Employment Agreement.
C. Pursuant to an Agreement and Plan of Merger by and among the
Company, Omega Acquisition Corporation and OnTrak Systems, Inc. dated as of
March 24, 1997 (the "Merger Agreement"), the Company contemplates merging
through a subsidiary with and into OnTrak Systems, Inc. (the "Merger") and
entering into an employment agreement with Xxxxx X. Xxxxxx whereby Xx. Xxxxxx
will become the Company's Chief Executive Officer following the Merger and the
Executive will continue to serve as the Company's Chairman.
D. In light of the considerable services contemplated to be required
of and performed by the Executive following the Merger, the Company and the
Executive desire to amend the Employment Agreement to provide for the
Executive's continued full-time employment by the Company following the Merger.
E. Capitalized terms used in this Addendum and not otherwise defined
herein shall have the meanings ascribed to them in the Employment Agreement.
In consideration of the mutual covenants herein contained, the
parties agree as follows:
1. Duties and Scope of Employment. In the event the Merger is
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consummated and Xx. Xxxxxx assumes the role of Chief Executive Officer of the
Company:
(a) The Executive shall continue as a full-time employee of
the Company with, notwithstanding the provisions of the first sentence of
Section 1(a) of the Employment Agreement, such strategic, senior level duties
and responsibilities as the Board may from time to time reasonably assign to
him. Notwithstanding the provision of Section 8(d) of the Employment Agreement,
the assignment of such duties shall not alone be deemed a material breach of the
Employment Agreement or otherwise constitute an "Involuntary Termination."
(b) Effective as of the date Xx. Xxxxxx assumes the role of
Chief Executive Officer of the Company, Section 2(b)(iii) of the Employment
Agreement is hereby deleted, and the first sentence of Section 6(a) of the
Employment Agreement is hereby amended to read as follows:
"Commencing upon the expiration of the Employment Period and ending June
30, 2002, unless sooner terminated in accordance with Sections (b) or (c)
below (the "Consulting Period"), the Executive shall serve as a consultant
to the Company."
2. Survival. Except as otherwise provided herein, the terms and
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conditions of the Employment Agreement shall remain in full force and effect.
3. Counterparts. This Addendum may be executed in counterparts,
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each of which shall be deemed an original, but both of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Addendum, in
the case of the Company, by its duly authorized officer, as of the day and year
first above written.
COMPANY XXX RESEARCH CORPORATION
By:
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Title: Member of the Board of Directors
EXECUTIVE
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Xxxxx X. Xxxxxxx
