AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of February 1, 1998, between IVC INDUSTRIES,
INC. (the "Company"), a Delaware corporation, and E. XXXXXX XXXXX ("Xxxxx"),
amending the Employment Agreement, dated April 28, 1995 (the "Employment
Agreement").
The Company and Xxxxx 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:
Xxxxx'x "term of employment," as such phrase is used throughout this
Agreement, shall mean the period beginning on February 1, 1998 and
ending on January 31, 2000, inclusive of these dates, unless
extended pursuant to the next sentence or terminated as provided in
Section 4 hereof. The term of employment shall be automatically
extended without further action by the parties for additional,
successive one-year periods, beginning on the anniversary date
hereof and ending on the day preceding the next anniversary date
hereof, unless earlier terminated by either party upon 3 months'
notice to the other party.
2. Section 3 is amended to read in its entirety as follows:
(a) the Company shall pay Xxxxx a base salary for each year of
his term of employment, payable in accordance with the Company's
customary payroll practices, equal to the following per annum
amounts:
2/1/98 - 1/31/99: $312,500
2/1/99 - 1/31/00: $343,750
It is understood that the Company may only increase such annual base
salary, at the discretion of its Board of Directors, subsequent to
August 31, 1999. Xxxxx'x base salary for any subsequent one-year
extension period is to be determined by good faith negotiations
between Xxxxx and the Company.
(b) In addition to the base salary provided for in Section
3(a) hereof, on each January 31 during his term of employment, Xxxxx
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
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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 (x)
with respect to the 12-month period ended January 31, 1999, on
September 1, 1999, and (y) with respect to subsequent 12-month
periods ended January 31, 30 days subsequent to the filing of the
Company's Form 10-Q with the U.S. Securities and Exchange Commission
for the quarterly period ended such January 31; provided, however,
that no such performance based bonus compensation shall be payable
if, at the time of a 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 Xxxxx 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.
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.
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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/ E. Xxxxxx Xxxxx
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E. Xxxxxx Xxxxx
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