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EXHIBIT 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Agreement, made as of the 12th day of August 1997, by and
between The DII Group, Inc., a Delaware corporation (the "Company"), and Xxxxxx
X. Xxxxxxx (the "Executive").
RECITALS
A. The Company and the Executive are parties to an Employment
Agreement, dated as of January 1, 1997 (the "Employment Agreement); and
B. The Company desires to continue to employ the Executive pursuant to
the Employment Agreement and the Executive is willing to accept such employment
on the terms and conditions set forth in the Employment Agreement, in each case
as amended hereby. THE PARTIES AGREE as follows:
1. The Employment Agreement is hereby amended by inserting the
following Section 3.3.:
"3.3. Forgiveness of Indebtedness. The Company agrees to forgive the
outstanding indebtedness of Executive to the Company in the principal amount of
$134,496, together with interest accrued and accruing thereon (collectively,
the "Aggregate Indebtedness"), subject to the following terms. On the first
anniversary of the date of the Employment Agreement, 25% of the Aggregate
Indebtedness then outstanding shall be forgiven; on the second anniversary of
the date of the Employment Agreement, 33-1/3% of the Aggregate Indebtedness
then outstanding shall be forgiven; on the third anniversary of the date of the
Employment Agreement, 50% of the Aggregate Indebtedness then outstanding shall
be forgiven; and any remaining Aggregate Indebtedness shall be forgiven on the
fourth anniversary of the date of the Employment Agreement. In addition, the
Company shall make certain payments on
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an After-Tax Basis to Executive on each of the first, second, third and fourth
anniversary dates equal to Executive's actual federal, state and local tax
liability resulting from the forgiveness of the Aggregate Indebtedness on any
such date. Further, in the event that Executive's employment is terminated as a
result of death, disability, or for any reason other than Executive's voluntary
resignation or termination pursuant to Section 7(c), the amount of the
Aggregate Indebtedness then outstanding shall be forgiven in full and the
Company shall make additional payments on an After-Tax Basis to Executive equal
to Executive's actual federal, state and local tax liability resulting from the
forgiveness of the Aggregate Indebtedness. Further, if at any time during the
term of employment there is a Change in Control, the amount of the Aggregate
Indebtedness then outstanding shall be forgiven in full effective immediately
upon the Change in Control and the Company shall immediately make additional
payments on an After-Tax Basis to Executive equal to Executive's actual
federal, state and local tax liability resulting from the forgiveness of the
Aggregate Indebtedness. For purposes of this Section 3.3 After-Tax Basis shall
mean with respect to any payment to be received or deemed to be received by
Executive, the amount of such payment (the "Base Payment") supplemented by a
further payment (the "Additional Payment") to Executive so that the sum of the
Base Payment plus the Additional Payment shall, after deducting all taxes
imposed on such Executive as a result of the receipt or accrual of the Base
Payment and such Additional Payment, be equal to the Base Payment. If at any
time during the term of employment, Executive voluntarily resigns or is
terminated pursuant to Section 7(c), Executive shall forfeit any benefits not
yet then realized under this Section 3.3. For example, if Executive voluntarily
resigns in December 1998, Executive shall not realize any of the forgiveness
which would have occurred on January 1, 1999."
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2. Except as amended hereby, the Employment Agreement shall continue
in full force and effect in accordance with its terms.
3. This First Amendment may be executed in one or more separate
counterparts, all of which taken together shall constitute one and the same
First Amendment Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the day and year first above written.
THE DII GROUP, INC.
By:
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Title:
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Xxxxxx X. Xxxxxxx
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