July 20, 1998
Xxxx Xxxx, Esq.
Xxxxxx Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx:
Reference is hereby made to the Employment Agreement ("Employment
Agreement"), dated May 1, 1997 between yourself as the employee and Xxxxxx
Corporation ("Xxxxxx").
We have mutually agreed to amend the Employment Agreement effective as
of the date of this letter as follows:
1. A new third sentence of Section 3(b) of the Employment Agreement is
hereby added with the following:
"As part of the Management Retention Program established in 1998
(the "1998 MRP"), for the 1998 Fiscal Year, and no other fiscal year
thereafter, the Employee shall receive as a minimum, the bonus amount
provided in Paragraph A of Exhibit 1, provided that the Employee
maintains his employment with the Corporation until February 15, 1999,
other than pursuant to a termination of the Employment Period as
described in Sections 6(d) or 6(e).
2. Section 6(d) (iii) is hereby deleted in its entirety and substituted
with the following therefore:
"pro-rated Bonus for the Fiscal Year in which termination
occurs, payable in accordance with Section 3(b), and any Bonus for the
Fiscal Year earned but not yet paid, including without limitation the
entire 1998 MRP, payable in a lump sum within fifteen (15) days after
the Termination Date."
Except as specifically set forth herein, the Employment Agreement
remains in full force and effect and is hereby ratified, confirmed and approved.
The Employment Agreement as modified by this letter is the only agreement that
governs the term of your employment. All other Letter Agreements and memorandums
are hereby null and void.
If the foregoing correctly sets forth our mutual agreement, please sign
and return to me the three attached copies of this letter.
Very truly yours,
XXXXXX CORPORATION
By__________________________
Xxxxxx X. Xxxxxxxx
Chairman of the Board and
Chief Executive Officer
Accepted and Agreed to
By______________________
Xxxx Xxxx
