April 3, 1997
Xx. Xxxxxxxx X. Xxxx
00 Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
This letter shall serve as notice of the following agreements between yourself
and Xxxxxx Electronics, Inc. ("Xxxxxx Electronics", "Xxxxxx", or the "Company")
and supersedes all previous agreements.
In the event the Company shall be sold, merged with another company, involved in
a corporate reorganization, or if a change of the current control takes place
(in excess of 50%), and you are terminated or asked to be employed at a position
other than that of Senior Officer requiring similar responsibilities to those
that you currently perform, or if the current corporate office is moved to a new
location which is more than thirty miles from Mineola, New York, as a result of
a reorganization or change in ownership or control, and you decline this new
position or relocation, the Company or its successor in interest shall be
obligated and continue to pay you at the same salary and car allowance you had
most recently been earning, for a period of one year. Additionally, you will be
fully covered under Company's benefit plans, including without limitation, the
Company's medical, dental, life and disability insurance programs during this
one-year period (including family coverage for medical and dental insurance).
Following any termination in the preceding paragraph, should you obtain
employment at a lesser rate than your rate at Xxxxxx (including car allowance),
the Company will pay you the differential between the two salaries for the
remainder of such one year period. Additionally, you will be fully covered under
the Company's benefit plans, including without limitation, the Company's
medical, dental, life and disability insurance programs during this one-year
period (including family coverage for medical and dental insurance).
At no time during your employment as President and Chief Executive Officer with
the Company shall your salary be reduced below its current level of $115,000 per
year plus car allowance.
Xxxxxx Electronics
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
201.842.0078
Fax 000.000.0000
Retailers and custom installers
of the world's finest audio and video systems
April 3, 1997
Page 2
Should you be terminated for reasons other than the sale, merger, corporate
reorganization or change in current control (in excess of 50%) of the Company or
other than for cause (conduct that is materially injurious to the Company or
conviction of any crime involving moral turpitude), or if you are asked to be
employed at a position lesser than a Senior Officer of the Company requiring
similar responsibilities to those that you currently perform, or the current
corporate office is moved to a new location which is more than thirty miles from
Mineola, New York and you decline this new position or relocation, the Company
shall be obligated and continue to pay you at the same salary you had most
recently been earning for a period of six months. Additionally, you will be
fully covered under the Company's benefit plans, including without limitation,
the Company's medical, dental, life and disability insurance programs during
this six-month period (including family coverage for medical and dental
insurance).
If you should die while any amounts are still due and payable, all such amounts
shall be paid to your spouse or designated beneficiary.
This agreement shall be binding on the Company's successors and assigns.
This agreement has been approved by resolution of the Company's Board of
Directors on April 3, 1997.
By:
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Xxxxxxx Xxxxx, Chairman of the Board
of Xxxxxx Electronics, Inc.
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Xxxxxxxx X. Xxxx
