EXHIBIT 10.8.2
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Second Amendment (the "Second Amendment") to the Employment
Agreement (the "Agreement") dated as of June 1, 1996 is entered into by and
between Xxxxx Xxxxxxxxx ("Employee") and Total Control Products, Inc., an
Illinois corporation ("TCP").
RECITAL
In consideration for Employee's continued service to TCP, TCP and
Employee desire to enter into this Amendment to increase Employee's severance
benefits upon the termination of Employee's employment with TCP upon certain
circumstances, all on the terms set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
I. STATUS OF AGREEMENT. Except as specifically set forth herein, the
Agreement shall remain in full force and effect, and shall not be waived,
modified, superseded or otherwise affected by this Amendment. This Amendment
is not to be construed as a release, waiver or modification of any of the
terms, conditions, representations, warranties, covenants, rights or remedies
set forth in the Agreement, except as specifically set forth herein.
II. AMENDMENTS TO AGREEMENT.
a. SECTION 13(a) OF THE AGREEMENT. Section 13(a) of the Agreement
is hereby amended by replacing "three (3)" contained in such section with
"twelve (12)".
b. SECTION 13(b) OF THE AGREEMENT. Section 13(b) of the Agreement
is hereby deleted in its entirety and replaced by the following:
"(b) If Xxxxxxxxx terminates his employment hereunder for Good
Reason or the Company terminates Xxxxxxxxx'x employment within one year
after a Change of Control (other than for cause), the Company shall (i)
pay Xxxxxxxxx in one lump sum an amount equal to the sum of (A) twelve
(12) times the greater of (I) his monthly Salary as of the date of
termination; or (II) his highest monthly Salary during the prior twelve
month period; plus (B) $50,000; and (ii) continue Xxxxxxxxx'x medical
insurance benefits during such twelve month period to the extent
Xxxxxxxxx is not entitled to receive similar benefits from a subsequent
employer.
III. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IV. GOVERNING LAW. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 1st day of June, 1998.
TOTAL CONTROL PRODUCTS, INC.
By: /s/ Xxxxxxxx Xxxx
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Name Printed: Xxxxxxxx Xxxx
Title: President
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
