Amendment of Employment Agreement
of Xxxxxx X. Xxxxxx
This Agreement made as of the 12th day of December, 1996, between Xxxx
Communications Systems, Inc., a Georgia business corporation (the
"Corporation"), and Xxxxxx X. Xxxxxx (the "Employee"):
RECITALS
WHEREAS, the Corporation and Employee desire to modify certain terms of
that Employment Agreement entered into between the Corporation and Employee
dated as of the 12th day of February, 1996 (the "Agreement"); and
WHEREAS, the terms, conditions and undertakings of this amendment to
the Agreement were submitted to and duly approved and duly authorized by the
Management Personnel Committee of the Corporations's Board of Directors at a
meeting held on December 12, 1996; and
WHEREAS, the stockholders of the Corporation approved an amendment to
the Corporations's Articles of Incorporation to provide for a Class B Common
Stock of no par value (the "Shares").
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth and other good and valuable services, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Xxxxxxxxx 0 XXXX XXXX INCENTIVE COMPENSATION of the Agreement is
amended by striking it entirely and inserting in its place the following:
LONG TERM INCENTIVE COMPENSATION
The Corporation has adopted a stock option plan known as the 1992
Long Term Incentive Plan (the "Plan"). Employee will be immediately
awarded a non-qualified stock option to purchase from the Corporation all
or part of up to and including 15,000 Shares. If following the date of
this Agreement and prior to the exercise (s) of this option, there shall
have occurred a Share dividend, Share split, recapitalization or
issuance of additional Shares, then the number of Shares available for
exercise shall be adjusted to reflect such occurrence. The term of the
option shall commence on December 12, 1996, and shall be exercisable over
a three (3) year period beginning on the second anniversary date of the
date of grant. The exercise price of each Share so purchased shall be
$15.875 per share. On February 12 of each remaining year of the Agreement,
the Employee will be awarded a non-qualified stock option for 7,000
Shares at the Fair Market Value of the Shares as determined on the date
of the award each year pursuant to the Plan which shall be exercisable
over a three (3) year period beginning on the second anniversary
date of the date of each grant.
Other than the above changes, all of the other provisions of the
Employment Agreement dated as of February 12, 1996, shall remain in full
force and effect.
The non-qualified stock option award agreement pursuant to the 1992
Long Term Incentive Plan, dated February 12, 1996, between the Corporation
and the Employee is hereby terminated and a non-qualified stock option award
agreement pursuant to the 1992 Long Term Incentive Plan dated as of December
12, 1996, will be executed in compliance with the terms of this Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this
Agreement the date and year first written.
ATTEST: XXXX COMMUNICATIONS SYSTEMS, INC.
("Corporation")
By:
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Secretary J. Xxxx Xxxxxxxx, President
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Xxxxxx X. Xxxxxx (Employee)
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