FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.127(c)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (hereinafter the “Amendment”) is entered into by
and among Xxx.xxx, Inc. (“the Company”), and Xxxxxxx X. Xxxxxx (“Executive”) and amends the
Employment Agreement (defined below).
BACKGROUND
Executive and Company are parties to an Employment Agreement, dated August 11, 2005
(“Employment Agreement”). Executive and Company desire to amend the Employment Agreement to change
the applicable provisions with respect to Severance Benefits as provided herein.
NOW, THEREFORE, in consideration of this recital, the mutual agreements contained herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties to this Agreement hereby agree, promise and covenant as follows:
1. Amendment. Exhibit 1 to the Employment Agreement is deleted in its entirety and
replaced with Exhibit 1 hereto.
2. No Other Amendment. Except as expressly provided in this Amendment, the Employment
Agreement remains in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
| EXECUTIVE: | ||||
| /s/ Xxxxxxx X. Xxxxxx
|
||||
| Date: June 26, 2007 | ||||
| XXX.XXX, INC. | ||||
| /s/ Xxxxxxx Xxxxxxxx
|
||||
| Its: Chief Financial Officer | ||||
| Date: June 26, 2007 |
Exhibit 1
Executive:
|
Xxxxxxx X. Xxxxxx | |
Title:
|
Chief Executive Officer | |
Base Salary:
|
$275,000. | |
Bonus:
|
$100,000; such bonus will be in addition to any annual bonus to which Executive is entitled as part of Company’s annual equity incentive plan for executives. |
Severance Benefits:
1. With respect to a termination of employment pursuant to Section 5.2 of
the Agreement (by Company for Nonperformance Due to Disability) or Section
5.4 of the Agreement (Death of Executive) the “Severance Benefits” shall
be $350,000.
2. With respect to a termination of employment pursuant to Section 5.3
that is not within twelve (12) months following either a Change in Control
or a Corporate Transaction, the “Severance Benefits” shall be an amount
equal to (a) 150% of Executive’s then current Base Salary, plus (b) 150%
of Executive’s full annual bonus potential.
3. With respect to a termination of employment pursuant to Section 5.3
that is within twelve (12) months following either a Change in Control or
a Corporate Transaction, the “Severance Benefits” shall be an amount equal
to (a) 150% of Executive’s then current Base Salary, plus (b) 150% of
Executive’s full annual bonus potential.
In addition, in connection with any termination of Executive pursuant to Sections 5.2, 5.3, or 5.4
the Company shall permit Executive and, if applicable, Executive’s family members, to continue to
participate in Company’s employee benefits plans for a period of 12 months from the effective date
of termination.
Address:
|
c/o Xxx.xxx, Inc. | |
| 000 Xxxxxxxxx Xxxxxx Xxx. | ||
| Xxxxx 000 | ||
| Xxxxxxx, XX 00000 |
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