AMENDMENT NO. 3 TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
Amendment No. 3 dated as of April 29, 1998 to the Amended and
Restated Executive Employment Agreement dated as of August 1, 1992, as amended
(the "Amended Agreement") by and between Del Global Technologies Corp. (formerly
known as Del Electronics Corp.) (the "Corporation") and Xxxxxxx X. Xxxxxxx
("Executive"). Capitalized terms utilized herein and not defined herein shall
have the respective meanings ascribed to them in the Amended Agreement.
WHEREAS, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto have agreed to
extend the term of the Amended Agreement until July 31, 2005 and to amend
certain other terms and provisions of the Amended Agreement.
NOW THEREFORE, the parties hereto mutually agree as follows:
Section 1. Section 3 of the Amended Agreement is hereby
amended by deleting therefrom the date "July 31, 2000" and substituting therefor
the date "July 31, 2005".
Section 2. Section 4.1 of the Amended Agreement is hereby
amended by deleting therefrom the phrase "through and until the fiscal year
8/1/99 through 7/31/00," in clause (iv) thereof and substituting therefor the
phrase "through and until the fiscal year 8/1/04 through 7/31/05,".
Section 3. Section 8.1 of the Amended Agreement is hereby
amended by deleting the second sentence thereof and inserting in lieu thereof
the following:
"As used herein, the term "Consulting Rate" shall mean the
following: (i) for the fiscal year 8/1/05 through 7/31/06, the
Consulting Rate shall be a rate equal to the Base Salary in
effect for the preceding 8/1/04 through 7/31/05 fiscal year
(the "Last Base Salary"), and (ii) for each fiscal year
thereafter, the Consulting Rate shall be determined by
multiplying the Last Base Salary by the Applicable Percentage
set forth in the schedule below as follows:
Fiscal Year Applicable Percentage
---------------- ---------------------
8/1/06 - 7/31/07 92%
8/1/07 - 7/31/08 83%
8/1/08 - 7/31/09 72%
8/1/09 - 7/31/10 61%"
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Section 4. In all other respects the Amended Agreement remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 3 to the Amended Agreement as of the date set forth above.
DEL GLOBAL TECHNOLOGIES CORP.
By:/S/Xxxxxxx Xxxxx
----------------
Xxxxxxx Xxxxx, Vice President-Finance
and Chief Accounting Officer
/S/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxxx X. Xxxxxxx
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