AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of February 1, 1998, between IVC INDUSTRIES,
INC. (the "Company"), a Delaware corporation, and XXXXXX X. XXXXXXXXX
("Xxxxxxxxx"), amending the Employment Agreement, dated April 30, 1996 (the
"Employment Agreement").
The Company and Xxxxxxxxx agree that the Employment Agreement is
hereby amended as follows:
1. The first two sentences of Section 2 are amended to read in their
entirety as follows:
Xxxxxxxxx'x "term of employment," as such phrase is used throughout
this Agreement, shall mean the period beginning on February 1, 1998
and ending on April 30, 1999, inclusive of these dates, unless
earlier terminated as provided in Section 4 hereof.
2. Section 3 is amended to read in its entirety as follows:
(a) the Company shall pay Xxxxxxxxx a base salary for his term
of employment, payable in accordance with the Company's customary
payroll practices, equal to $112,500.
(b) In addition to the base salary provided for in Section
3(a) hereof, on January 31, 1999, Xxxxxxxxx shall be entitled to
performance-based bonus compensation in an amount equal to the sum
of (i) his base salary on such January 31 multiplied by (ii) the
percentage increase, if any, in the income before income taxes of
the Company for the 12-month period ended on such January 31 over
the income before income taxes of the Company for the 12-month
period ended the prior January 31, in each case calculated in
accordance with the financial statements included in the Company's
Forms 10-Q and 10-K filed with the U.S. Securities and Exchange
Commission (the "Financial Statements"). Such performance-based
bonus compensation, if any, shall be payable on September 1, 1999;
provided, however, that no such performance based bonus compensation
shall be payable if, at the time of the proposed payment, an Event
of Default exists under the Company's financing arrangements with
its banks.
(c) The Company may, in its discretion, from time to time,
xxxxx Xxxxxxxxx options ("Options") to purchase shares of the
Company's common stock pursuant to the Company's 1995 Stock Option
Plan (the "Plan"), which Options shall have the terms set forth in
the Plan.
1
3. Except as expressly amended hereby, no other changes, additions
or deletions are intended to be made to the Employment Agreement, and as hereby
amended the Employment Agreement remains in full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
IVC INDUSTRIES, INC.
By: /s/ I. Xxxx Xxxxxxxxxx
----------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxxx
3
