EXHIBIT 10.21.1
Xxxxxx Holding Corp.
0000 Xxxxxxx Xxxxxxxx
Xxxxxxx, Xxx Xxxx 00000
As of June 30, 2003
Xxxxx X. Xxxxxxx
Re: Employment Agreements dated August 29, 2001
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Gentlemen:
We refer you to your respective Employment Agreements with Xxxxxx Holding
Corp. This letter will serve to amend Section 2.4 of each of your Employment
Agreements by deleting the current text of Section 2.4 in its entirety and
substituting the following text in its place and stead:
"2.4 Stock Options. On the first business day of the second month
following the end of each fiscal quarter, commencing as of the quarter
ended June 30, 2003, Executive shall receive ten-year options to
purchase that number of shares of the Corporation's common stock equal
to 0.25% of the shares of common stock of the Corporation outstanding
as of the end of such fiscal quarter ("Quarterly Options"). The
Quarterly Options shall be issued under one or more of the
Corporation's stock option plans and shall have an exercise price
equal to the higher of (i) the average of the last sale price of a
share of common stock of the Corporation as reported on each of the 20
consecutive trading days immediately preceding the grant date, or (ii)
the last sale price on the trading day immediately preceding the grant
date. If Executive's employment (other than a termination for "cause"
by the Corporation) terminates as of the last day of a fiscal quarter,
Executive shall receive, on the last day of his employment an
accelerated grant of options for such quarter then ended. All
Quarterly Options so granted shall vest and become exercisable
immediately upon grant and shall be evidenced by a Stock Option
Agreement in the form annexed hereto as Exhibit A."
Except as herein amended, all other provisions of the Employment Agreement
shall remain in full force and effect. Please confirm your agreement to this
change by countersigning and returning a copy of this letter.
XXXXXX HOLDING CORP.
By: /s/ Xxxxx X. Xxxxxxx
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By: Xxxxx Xxxxxxx, Chief Financial Officer
AGREED:
By: /s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
