EXHIBIT 4F
Amendment to Xxxxxx Separation Agreement
This Amendment is made as of this 19th day of January, 1999,
by and between Aseco Corporation, a Delaware corporation ( the
"Company"), and Xxxx X. Xxxxxx, Xx. ("Xxxxxx").
RECITALS
WHEREAS, the parties hereto have entered into a Separation Agreement
dated as of August 11, 1998 (the "Original Agreement"); and
WHEREAS, the parties hereto desire to amend the Original
Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the Original Agreement.
"Change in Control" shall mean (i) the sale, lease, transfer or other
disposition by the Company of all or substantially all of its assets in a single
transaction or a series of related transactions; (ii) the merger or
consolidation of the Company with another entity in which the stockholders of
the Company immediately prior to such merger or consolidation hold less than 50%
of the outstanding voting stock of the surviving or resulting corporation
immediately following such transaction; or (iii) the sale or exchange (to or
with any person or entity other than the Company) by the stockholders of the
Company of more than 50% of the outstanding voting stock of the Company in a
single transaction or series of related transactions."
"Merger" shall mean the merger or consolidation of the Company with
another entity in which the stockholders of the Company immediately prior to
such merger or consolidation hold less than 50% of the outstanding voting stock
of the surviving or resulting corporation immediately following such
transaction.
1
"Parent Corporation" means a corporation that is party to an Agreement
effecting a Merger of the Company and a wholly-owned subsidiary of such
corporation.
2. Severance Payments. Section 4 of the Original Agreement is amended
such that it shall supersede the prior Section 4 and read in full as follows:
"4. Severance Payments. As consideration for past
services rendered by Xxxxxx, the Company shall pay him $15,000
per month (net of all applicable withholding taxes) during the
two-year period commencing on the first anniversary of the
date of this Agreement; provided, however, that upon a Change
in Control the Company shall pay Xxxxxx an amount equal to
$520,000 minus the total amount theretofore paid to him
pursuant to Sections 3 and 4 of this Agreement; and provided
further, that if such Change in Control is a Merger, the
Parent Corporation shall pay Xxxxxx within twenty-four (24)
hours of the effective date of the Merger an amount of Parent
Corporation common stock equal to $520,000 minus the total
amount theretofore paid to him pursuant to Sections 3 and 4 of
this Agreement, subject to the provisions of the merger
agreement under which the Merger was effected and which are
hereby incorporated by reference. The Company, in its sole
discretion, shall have the right to prepay any or all amounts
that it is required to pay pursuant to Sections 3 and 4 of
this Agreement."
3. Stock Options. Section 6 of the Original Agreement is hereby
supplemented by adding an additional sentence to the end of such Section 6 that
shall read in its entirety as follows:
"In the event of a Merger under which such options convert to
options to purchase shares of the Parent Corporation's common
stock ("Parent Options"), Xxxxxx shall exercise 100% of the
Parent Options he holds within six months after the effective
date of the Merger and shall exercise 50% of such Parent
Options within three months after the effective date of the
Merger."
4. The Original Agreement is hereby supplemented by adding a new
Section 9 that shall read in its entirety as follows:
2
"9. Consulting Services.
(a) In the event of a Merger, the Parent Corporation
shall engage Xxxxxx as a consultant to the Parent Corporation
for a term of three (3) months following the effective date of
the Merger in consideration for the payment of $40,000,
payable to Xxxxxx within twenty-four (24) hours after the
effective date of the Merger by the Parent Corporation in
shares of the Parent Corporation Common Stock, subject to the
provisions of the merger agreement by which the Merger is
effected and which are incorporated herein by reference.
During such term, Xxxxxx shall advise the Parent Corporation
as to such specific areas regarding the operation of the
business of the Parent Corporation as from time to time the
Parent Corporation reasonably requests, provided, however,
that Xxxxxx may decline to render advice with regard to any
matter Xxxxxx reasonably concludes is outside of or beyond his
area of expertise or for any other reasonable reason. Xxxxxx
shall not be obligated to render consulting services hereunder
for more than five (5) hours per month during the term of his
engagement as a consultant. Xxxxxx shall not (i) be required
to devote any specific amount of time to the business of the
Parent Corporation or (ii) be required to attend any meeting
in connection with the business of the Parent Corporation,
except as Xxxxxx may agree in his discretion.
(b) Xxxxxx'x relation to the Parent Corporation in
his capacity as a consultant shall be that of an independent
consultant and contractor, and not as an employee, agent,
officer, director or manager of the Parent Corporation."
5. No Other Changes. All of the provisions of the Original Agreement
shall remain in full force and effect.
3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ASECO CORPORATION
By:___________________________
Title:________________________
______________________________
Xxxx X. Xxxxxx, Xx.
4
