AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of
September 22, 2000, by and among XXXXX & XXXXXXXXXX COMPUTER CORPORATION, a Utah
corporation (the "Company"), and Xxxxx X. Xxxxx, an individual ("Executive").
RECITALS:
WHEREAS, on May 16, 2000, Company and Executive entered into that
certain Employment Agreement, a copy of which is attached hereto as Annex I (the
"Employment Agreement"); and
WHEREAS, Company and Executive desire to amend the Employment
Agreement as provided in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Company and Executive agree as follows:
1. Definition of "Gross Income." Section 1(n) of the Employment Agreement is
hereby deleted in its entirety and replaced with the following:
"(n) "Gross Income" shall mean the Executive's current calendar year
targeted compensation (base salary plus cash bonus), plus any other
compensation payable to the Executive by the Company for the same period,
whether taxable or non-taxable;
2. Termination Payment. Sections 13(a)-(d) of the Employment Agreement are
hereby deleted in their entirety and replaced with the following:
"(a) If the Executive's employment is terminated as a result of death or
disability, the lump sum Termination Payment payable to the Executive shall
be equal to the Executive's Gross Income. The Company will pay the full
medical, dental and vision premiums for continuation coverage under COBRA
for the Executive and dependents who qualify for continuation coverage
under COBRA for one year following the Termination Date.
(b) If the Executive's employment is terminated by the Executive for Good
Reason or by the Company for any reason other than death, disability or
Cause, the Termination Payment payable to the Executive by the Company or
an affiliate of the Company shall be equal to two (2.0) times the
Executive's Gross Income. The Company will pay the full medical, dental and
vision premiums for continuation coverage under COBRA and, after expiration
of the COBRA continuation period, for conversion coverage for the Executive
and dependents who qualify for continuation coverage under COBRA for two
(2) years following the Termination Date.
(c) If, during a Change of Control Period, the Executive's employment is
terminated by the Executive for Good Reason or by the Company for any
reason other than death, Disability, or Cause, the Termination Payment
payable to the Executive by the Company or an affiliate of the Company
shall be two (2.0) times the Executive's Gross Income. The Company will pay
the full medical, dental and vision premiums for continuation coverage
under COBRA and, after expiration of the COBRA continuation period, for
conversion coverage for the Executive and dependents who qualify for
continuation coverage under COBRA for two (2) years following the
Termination Date.
(d) If the Executive's employment is terminated by the Executive within one
hundred eighty (180) days of a Change of Control, the Termination Payment
payable to the Executive by the Company or an affiliate of the Company
shall be two and one-half (2.5) times the Executive's Gross Income. The
Company will pay the full medical, dental and vision premiums for
continuation coverage under COBRA and, after expiration of the COBRA
continuation period, for conversion coverage for the Executive and
dependents who qualify for continuation coverage under COBRA for two and
one-half (2.5) years following the Termination Date."
3. No Other Amendment. Except as expressly amended pursuant to this Amendment,
the terms of the Employment Agreement shall remain in full force and
effect.
4. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document.
IN WITNESS WHEREOF, the Company Executive have executed and
delivered this Amendment as of the day and year first above written.
XXXXX & XXXXXXXXXX COMPUTER
CORPORATION
a Utah corporation
_____________________________
Name:
Title:
Xxxxx X. Xxxxx
an individual
_____________________________
Xxxxx X. Xxxxx
ANNEX I
Employment Agreement