Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this "Second Amendment") is
made and entered into as of this 13th day of March, 2002, by and between DATA
SYSTEMS & SOFTWARE INC., a Delaware corporation (the "Company"), and XXXXXX
XXXXXXXXXXX (the "Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated as of January 1, 1997 (the "Agreement"), the term of which was
extended to December 31, 2002 by the First Amendment to Employment Agreement,
dated as of May 17, 2001, made by the Company and the Executive (the "First
Amendment"); and
WHEREAS, the Company desires to assure itself of the Executive's continued
services until December 31, 2003 before he considers an election to be retained
by the Company on a part-time basis in an advisory and consultative capacity,
and the Executive is willing to continue to provide such services to the Company
on a full time basis until such date.
NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Paragraphs 1(a), 1(b), 2(a)(2)(i) and 4(a) of the Agreement as amended
by the First Amendment are hereby amended by deleting the references in the
First Amendment to "December 31, 2002" and substituting "December 31, 2003" in
its place.
2. Paragraph 1(c)(ii) of the Agreement as amended by the First Amendment
is hereby amended by deleting the reference in the First Amendment to "December
31, 2006" and substituting "December 31, 2007" in its place.
3. Except as modified by this Second Amendment, all other terms of the
Agreement shall continue in full force and effect without modification.
4. This Second Amendment may be executed in counterparts, each of which
shall constitute an original and which together shall constitute one and the
same agreement
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment,
as of the day and year first above written.
DATA SYSTEMS & SOFTWARE INC.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Vice President and
Chief Financial Officer
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, On Behalf
of the Board of Directors
/s/ XXXXXX XXXXXXXXXXX
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XXXXXX XXXXXXXXXXX
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