EXHIBIT 10 (xv)
September 30, 1995
Xx. Xxxxx X. Xxxxxxxx, Xx.
Chairman
Circle "9" Industries, Inc.
411 regency Crown
0000 Xxxxxx Xxxxxxx, Xxxx
Xxxxxxxxxx, Xxxxxxx
Re: Agreement of Employment dated as of January 2,
1990 between Circle "S" Industries, Inc. (the "Company")
and Xxxxx X. Xxxxxxxx, Xx., as amended by Amendment Xx. 0,
xxxxxxxxx xx xx Xxx 0, 0000 (xx amended, the "Agreement")
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Dear Xxxxx:
This letter is to confirm our understanding and agreement regarding an
amendment to the Agreement (as defined above) that is to become effective
immediately prior to the closing (the "Closing") under the Agreement and Plan of
Acquisition dated as of September 14, 1995 by and among the Company, Kulicke and
Xxxxx Industries, Inc., Kulicke and Xxxxx Acquisition Corporation and certain
stockholders of the Company (the "Acquisition Agreement").
In compliance with Section 5.2(g) of the Acquisition Agreement,
immediately prior to the closing, the Agreement shall be further amended by the
addition of a new Section 25 that shall read in its entirety as follows:
"25. Post-Acquisition. Notwithstanding anything to the contrary
herein, from and after the closing under the Agreement and Plan of
Acquisition dated as of September 14, 1995 (the "Acquisition agreement") by
and among the Company, Kulicke and Xxxxx Industries, Inc. ("K&S"), Kulicke
and Xxxxx Acquisition Corporation and certain stockholders of the Company,
(a) Employee shall cease to be an employee of the Company and shall not
serve as an officer, director or employee of the Company or any of its
affiliates (except as
Xx Xxxxx X. Xxxxxxxx, Xx.
September 30, 1995
Page 2
contemplated in Section 6.5 of the Acquisition Agreement or as may
otherwise expressly be agreed to in writing by K&S) and (b) neither the
Company nor any of its affiliates shall have any further obligation or
liability to Employee pursuant to this Agreement (including, without
limitation, with respect to compensation, benefits and vacation) other than
provided in Section 6 hereof regarding annual payments of $200,000.
Employee acknowledges that this Agreement and the Acquisition Agreement
contain provisions regarding confidentiality and non-competition which may,
in certain respects, differ in scope. Nevertheless, the Company (and K&S)
shall be entitled to enforce these provisions independently; neither of
these provisions shall in any way be read or construed to limit the scope
of the other."
The Agreement, as amended hereby, is ratified and confirmed in all
respects.
If you are in agreement with the foregoing, please execute the
enclosed copy of this letter, whereupon we shall be mutually legally bound under
the Alabama law.
Very truly yours,
CIRCLE "S" INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx
Treasurer and Chief Financial
Officer
ACKNOWLEDGED AND AGREED:
/s/ Xxxxx X. Xxxxxxxx, Xx.
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Xxxxx X. Xxxxxxxx, Xx.
Dated: September 30, 1995
