1
Exhibit 10
SUPPLEMENT TO
EMPLOYMENT AGREEMENT
SUPPLEMENT dated as of February 14, 1997 to EMPLOYMENT
AGREEMENT dated as of May 16, 1995 by and between ISOMEDIX INC., a Delaware
corporation (the "Company"), and XXXX XXXXXXXXX (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive and the Company have heretofore entered
into an Employment Agreement dated as of May 16, 1995 pursuant to which the
Executive has served as Chairman of the Company (the "Employment Agreement");
WHEREAS, the Company desires to have the Executive continue to
serve as the Chairman of the Company and, in addition, desires to have the
Executive serve as the Chief Executive Officer and President of the Company; and
WHEREAS, the parties desire to supplement the Employment
Agreement (the "Supplement") as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Operation of this Supplement. The provisions of this
Supplement shall be deemed to supersede the corresponding provisions of the
Employment Agreement during the term of this Supplement and, upon expiration or
sooner termination of the term of this Supplement, such provisions of the
Employment Agreement shall be deemed reinstated. All provisions of the
Employment Agreement, including without limitation the provisions of Section 9
of the Employment Agreement (relating to Termination of Employment), unless
specifically superseded by this Supplement, shall remain in full force and
effect during the term of this Supplement.
2. Term. The term of the Executive's employment under this
Supplement shall commence on February 14, 1997 and shall terminate on February
13, 2001 unless sooner terminated in accordance with the Employment Agreement.
2
2
3. Position, Duties. During the term of this Supplement,
Section 2 of the Employment Agreement shall be deemed to read as follows:
"The Executive shall serve in the position of Chairman, President and
Chief Executive Officer of the Company. The Executive shall perform,
faithfully and diligently, such duties, and shall have such
responsibilities, appropriate to said position, as shall be assigned to
him from time to time by the Board of Directors of the Company. The
Executive shall report directly to the Board of Directors of the
Company. The Executive shall devote his complete and undivided
attention to the performance of his duties and responsibilities
hereunder during the normal working hours of executive employees of the
Company."
4. Compensation. During the term of this Supplement, Section 3
of the Employment Agreement shall be deemed to read as follows:
"3.1 The Company shall pay the Executive, and the Executive shall
accept, a salary of $250,000 per annum payable in accordance with the
standard payroll practices of the Company.
3.2 The base salary set forth in Section 3.1. shall be adjusted
annually (but not decreased) on each anniversary date of this
Supplement by multiplying such base salary (as adjusted pursuant to
this Section 3.2) by a fraction, the numerator of which shall be the
Consumer Price Index (as hereinafter defined) for the month preceding
the month in which such adjustment is to be made, and the denominator
of which shall be the Consumer Price Index for the corresponding month
of preceding year. For purposes hereof, "Consumer Price Index" shall
mean the "Consumer Price Index for all Urban Consumers, Urban Wage
Earners and Clerical Workers-U.S. City Average (1982-84=100)" issued
monthly by the Bureau of Labor Statistics of the United States
Department of Labor, or any successor index thereto appropriately
adjusted.
3
3
3.3 In addition to the increases in base salary set forth in Section
3.2, the Executive shall be entitled to such additional increases in
base salary during the term hereof as shall be determined by the Board
of Directors of the Company in its sole discretion.
3.4 The Executive shall be entitled to participate in the Executive
Bonus Program of the Company, and the Company shall make any such bonus
payment in either cash or common stock of the Company.
3.5 The Company shall cause to be granted to the Executive, as promptly
as practicable after the date hereof, options to purchase 100,000
shares of the common stock, par value $.01 per share (the "Common
Stock"), of the Company at an exercise price per share equal to the
fair market value of the Common Stock on the date of grant (the
"Options"). The Options shall be exercisable in full beginning at any
time following one year after the date of grant if at the time of
exercise the closing price for the Common Stock as quoted on the New
York Stock Exchange shall have equalled or exceeded twenty dollars
($20.00) per share (subject to adjustment for events affecting the
Common Stock or the capital structure of the Company) on at least
twenty (20) trading days, which need not be consecutive, subsequent to
the date of grant. The Options shall be otherwise subject to the terms
of the Company's 1996 Long Term Incentive Plan."
5. Car Allowance. During the term of this Supplement, Section
6 of the Employment Agreement shall be deemed to read as follows:
"The Company shall provide the Employee with an
automobile allowance in the amount of $500.00 per
month."
4
4
6. Other Modifications.
(a) During the term of this Supplement, (i) the last sentence
of Section 5 of the Employment Agreement (relating to substitute office space)
is suspended; and (ii) the last sentence of Section 7 (relating to time
required) is suspended.
(b) For each year of service rendered by the Executive under
this Supplement, the term of the Employment Agreement set forth in Section 1.2
of the Employment Agreement shall be correspondingly extended for one year.
(c) The Aggregate Salary (as defined in the Employment
Agreement) shall not be deemed reduced by any salary, bonus or other
compensation paid to the Executive under this Supplement.
(d) The Employment Agreement is hereby amended by inserting
following "May 31, 2003" in each of Section 9.1 and 9.3 the phrase "(or such
date to which the term of the Employment Agreement shall have been extended
pursuant to Section 2 of this Supplement)".
7. Effect of Supplement. The Employment Agreement as hereby
supplemented and modified continues in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Supplement as of the date first above written.
ISOMEDIX INC.
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------
Xxxxxx X. XxXxxxxx
Vice President, Finance
and Administration
/s/ Xxxx Xxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxx
