AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made
as of September 22, 2000, by and among XXXXX & XXXXXXXXXX COMPUTER CORPORATION,
a Utah corporation (the "Company"), and Xxxxxx Xxxx, an individual
("Executive").
RECITALS:
WHEREAS, on May 16, 2000, Company and Executive entered into that
certain Employment Agreement, a copy of which is attached hereto as Annex I (the
"Employment Agreement"); and
WHEREAS, Company and Executive desire to amend the Employment Agreement
as provided in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Company and Executive agree as follows:
1. Definition of "Gross Income." Section 1(n) of the Employment Agreement is
hereby deleted in its entirety and replaced with the following:
"(n) "Gross Income" shall mean the Executive's current calendar year
targeted compensation (base salary plus cash bonus), plus any other
compensation payable to the Executive by the Company for the same period,
whether taxable or non-taxable;
2. Termination Payment. Sections 13(a)-(c) of the Employment Agreement are
hereby deleted in their entirety and replaced with the following:
"(a) If the Executive's employment is terminated as a result of death or
disability, the lump sum Termination Payment payable to the Executive shall
be equal to the Executive's Gross Income. The Company will pay the full
medical, dental and vision premiums for continuation coverage under COBRA
for the Executive and dependents who qualify for continuation coverage
under COBRA for one year following the Termination Date.
(b) If the Executive's employment is terminated by the Executive for Good
Reason or by the Company for any reason other than death, disability or
Cause, the Termination Payment payable to the Executive by the Company or
an affiliate of the Company shall be equal to the Executive's Gross Income.
The Company will pay the full medical, dental and vision premiums for
continuation coverage under COBRA for the Executive and dependents who
qualify for continuation coverage under COBRA for one year following the
Termination Date.
(c) If, during a Change of Control Period, the Executive's employment is
terminated by the Executive for Good Reason or by the Company for any
reason other than death, Disability, or Cause, the Termination Payment
payable to the Executive by the Company or an affiliate of the Company
shall be two (2.0) times the Executive's Gross Income. The Company will pay
the full medical, dental and vision premiums for continuation coverage
under COBRA and, after expiration of the COBRA continuation period, for
conversion coverage for the Executive and dependents who qualify for
continuation coverage under COBRA for two (2) years following the
Termination Date."
3. No Other Amendment. Except as expressly amended pursuant to this Amendment,
the terms of the Employment Agreement shall remain in full force and
effect.
4. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document.
IN WITNESS WHEREOF, the Company Executive have executed and delivered
this Amendment as of the day and year first above written.
XXXXX & XXXXXXXXXX COMPUTER
CORPORATION
a Utah corporation
/s/ Xxxxx X. Xxxxx
-----------------------
Xxxxx X. Xxxxx
President and CEO
Xxxxxx Xxxx
an individual
/s/ Xxxxxx Xxxx
-----------------------
Xxxxxx Xxxx
ANNEX I
Employment Agreement
