EXHIBIT 10.33
Amendment
This amendment ("Amendment"), dated as of February 20, 2003, is between
Titan EMS, Inc., a Delaware Corporation ("the "Company"), and Louis Xxxxx Xxxxxx
III("Executive").
WHEREAS Company and Executive entered into an Agreement August 6, 2002
which is attached hereto and incorporated herein by reference; and
WHEREAS, the Company and Executive have agreed that Executive will
resign effective on this date as its President, Chief Executive Officer, and as
a member of its Board of Directors; and
WHEREAS, Executive will become Company's Managing Director pursuant to
the terms and conditions of this Amendment effective February 20, 2003;
NOW, THEREFORE, in consideration of the promises, the mutual covenants
and obligations herein contained, and for other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the
parties hereto do hereby covenant and agree as follows:
1. EMPLOYMENT
1.1 Position. The Company hereby confirms Executive's employment
as its Managing Director. Executive shall report directly to
the Company's Chief Executive Officer and shall perform the
duties described in Section 1.2 hereof, subject to such
limitations of authority as may be established from time to
time by the Company's Board of Directors and applicable law.
1.2 Duties. Executive's duties will include all those duties
customarily associated with the position of Managing Director
in an emerging growth company, subject to a reasonable
agreement with the Company's Board of Directors. Such duties
shall include management of Company's west coast printed
circuit board operation as more commonly referred to by
Company as "Titan West". Executive agrees to devote
substantially his entire business time and attention to the
performance of his duties hereunder and to serve the Company
diligently and to the best of his abilities. Notwithstanding
the foregoing, Executive shall have the continuing right:
(a) to make passive investments in the securities of any
publicly-owned corporation;
(b) to make any other passive investments with respect to
which he is not obligated or required to, and does
not in fact, devote any substantial managerial
efforts that interfere with the fulfillment of his
duties to the Company; and
(c) subject to the prior written approval to the
Company's Board of Directors (the "Board of
Directors"), to serve as a director of or consultant
to other companies and entities Executive represents
that he is under no actual or alleged restriction,
limitation, or other prohibition (whether as a result
of prior employment or otherwise) to perform his
duties as described herein.
2. COMPENSATION AND BENEFITS
2.1 Base Annual Salary. The Company shall pay Executive a base
annual salary of $125,000.00 (the "Base Annual Salary")
periodically throughout the year, commencing the date hereof,
in accordance with its customary payroll practices, as
modified from time to time, subject to all payroll and
withholding deductions required by applicable law. On May 31,
2003, the Base Annual Salary shall be adjusted to $140,000.
2.2 Other Benefits. Executive shall be entitled to a 2003 bonus
program if the following targets are met or exceeded:
% of Total net
Target Period revenue Bonus
------ ------ -------------- -------
Total Q3 35% $ 2,500.00
Materials Q4 33% $ 2,500.00
Total Q3 32% $ 2,500.00
Labor Q4 30% $ 2,500.00
Total $10,000.00
If Executive is entitled to a bonus, it shall be paid by Company
on _________, 2003.
3. PRESERVATION OF AGREEMENT
Unless specifically modified herein, all other provisions of
the Agreement dated August 6, 2002 between Company and Executive shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first above written.
Titan EMS, Inc.
By:
---------------------------- -----------------------
Chairman Louis Xxxxx Xxxxxx III
