ADDENDUM TO LETTER AGREEMENT DATED MAY 12, 2007
EXHIBIT
10.36
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ADDENDUM
TO LETTER AGREEMENT DATED MAY 12, 2007
In
the event
that, as a result of action by Company, Executive no longer serves as Company’s
Chief Financial Officer (“CFO”), or is assigned duties that are materially
inconsistent with the position of CFO or that constitute a diminution of
Executive’s authority, duties or responsibilities as CFO, Executive may at his
election resign from his employment with Company and receive upon the
termination of his employment a Severance Payment. For purposes of this
agreement, a “Severance Payment” shall be a lump-sum cash amount equal to Five
Hundred Twenty-Five Thousand Dollars ($525,000.00) less the market value,
as of
the date of termination of Executive’s employment, of one share of Company’s
common stock multiplied by the number of Restricted Stock Units granted to
Executive that have vested before the date of termination (adjusted for any
splits). As a condition to receiving a Severance Payment, Executive shall
deliver an irrevocable general release of claims against the Company, its
affiliates, and their current and former directors, officers and employees.
The
Severance Payment shall be structured and paid in a manner that complies
with
the requirements of Section 409A of the Internal Revenue Code, including
any
requirement that the Severance Payment (or a portion thereof) be delayed
by six
(6) months following termination of employment in order to comply with
Section 409A.
For
purposes
of this Addendum, the assignment of duties that are materially inconsistent
with
the position of CFO or that constitute a diminution of Executive’s authority,
duties or responsibilities as CFO would constitute a termination by Company
without cause.
Executive
shall receive reimbursement for relocation expenses as provided in Section
4(e)
of his Employment Agreement dated June 30, 2006.
AGREED
AND ACCEPTED:
THIS
13
DAY OF MAY, 2007
XXXXX
XXXX FIRST
ALBANY
COMPANIES, INC.
/s/
C.
Xxxxx Coad___________________ By:
/s/
Xxxxxx
McNamee__________