Exhibit 10.12
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
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This Amendment to Executive Employment Agreement is made and entered
into as of June 27, 2005, between Xxxxxxxx X. Xxxxxxxxx ("Executive") and
Energy Conversion Devices, Inc., a Delaware corporation ("ECD").
WHEREAS, Executive and ECD made and entered into an Executive Employment
Agreement dated as of September 2, 1993 (the "Agreement"); and
WHEREAS, Executive and ECD desire to amend the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive and ECD hereby agree as
follows:
Section 1 - "Employment and Duties" of the Agreement between Executive and
ECD is amended to provide for the employment of the Executive as its President
and Chief Technology Officer.
The Agreement is amended to add "Section 3.1 - Consulting" as follows:
In the event of the termination of the Employment Period for any
reason other than death or termination by ECD with cause, Executive
shall serve as a consultant to ECD until the retirement of Executive
(the "Consulting Period"). Consulting services shall be rendered at
times and places reasonably convenient to Executive at the request of
the Chief Executive Officer of ECD. During the Consulting Period and
until the retirement of Executive, Executive shall receive consulting
fees equal to 50% of the salary payable under Section 4.1 of this
Agreement at the date of termination of Employment Period, payable in
the same manner as salary under Section 4.1. So long as Executive is
receiving consulting fees, the Consulting Period shall be deemed to be
employment by ECD for purposes of Sections 6.4 and 6.5 of the
Agreement;
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The Agreement is amended to add "Section 3.2 - Retirement" as follows:
Executive shall have the right to retire at any time during the
Consulting Period. In the event of the termination of the Consulting
Period for any reason including retirement other than death or
termination by ECD with cause, Executive shall receive retirement
benefits for the remainder of the life of Executive (the "Retirement
Period"). During the Retirement Period, Executive shall receive
retirement benefits equal to 50% of the salary payable under Section
4.1 of the Agreement at the date of termination of the Employment
Period, payable in the same manner as salary under Section 4.1.
* * * * *
CONFIRMATION. Each of ECD and the Executive hereby confirms and reaffirms
the validity of the remainder of the Agreement and acknowledges that their
respective obligations and rights thereunder shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and in the year first written above.
XXXXXXXX X. XXXXXXXXX ENERGY CONVERSION DEVICES, INC.
/s/ Xxxxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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By Xxxxxx X. Xxxxxxx
Its Chairman
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