FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "First Amendment") is made as of the 11th day of
December, 1998 by PSC INC., a New York corporation ("PSC" or the "Company") and
XXXXXX X. XXXXXXXXXX ("Executive").
WHEREAS, PSC and Executive entered into a certain employment agreement
on June 2, 1998 (the "Employment Agreement"); and
WHEREAS, the parties desire to amend in certain respects said
Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. All of the terms used in this First Amendment shall have the
meanings defined in the Employment Agreement.
2. Section 5 of the Employment Agreement is deleted in its entirety and
replaced by a new Section 5, which will read as follows:
"5. Restricted Stock. Pursuant to the Company's 1994 Stock
Option Plan, on March 25, 1998 PSC awarded Executive 37,500
restricted Common Shares of the Company, upon the terms and
conditions and subject to the restrictions set forth in the
Restricted Stock Award Agreement attached hereto as Exhibit A.
If Executive is then an officer of the Company, on each of
March 25, 1999 and March 25, 2000, PSC will award Executive
37,500 restricted Common Shares pursuant to a Restricted Stock
Award Agreement similar in form to Exhibit A, as modified to
reflect changes in dates and stock prices. Notwithstanding the
foregoing sentence, if there is a Change in Control (as
hereinafter defined), and if Executive becomes entitled to
receive Severance Benefits (as hereinafter defined), Executive
will be immediately entitled to receive the Common Shares
which otherwise would have been awarded to him on March 25,
1999 and/or on March 25, 2000, fully vested and free of any
and all restrictions."
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3. Except as modified by this First Amendment, the Employment Agreement
has not heretofore been amended or cancelled, and remains in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the day and year first above written.
PSC Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman of the Board
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
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