EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
AMENDMENT, dated December 22, 2009, by and between ORBIT INTERNATIONAL
CORP., a Delaware corporation (the "Company"), and XXXXXXXX XXXXXX (the
"Executive").
W I T N E S S E T H :
---------------------
WHEREAS, the Company and the Executive entered into an employment
agreement, effective January 1, 2008 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive desire to extend the term of the
Employment Agreement and to amend certain other provisions of the Employment
Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive,
intending to be legally bound, agree as follows:
1. Effective as of January 1, 2010, Paragraph 3A, as it now exists, is
hereby stricken and instead replaced by Paragraph 3A reading in its entirety as
follows:
"A. Base Salary. Executive's Gross Base Salary is hereinafter referred to as
------------
"Base Salary." During the Term, the Company shall pay to Executive an annual
Base Salary at the rate of $318,000, paid in accordance with the Company's
regular payroll practices, but not less frequently than monthly. Executive's
Base Salary will be subject to all appropriate legally required tax deductions."
2. Effective as of January 1, 2010, Paragraph 7, as it now exists, is hereby
stricken and instead replaced by Paragraph 7 reading in its entirety as
follows:
"7. Vehicle Expenses. During the Term, the Company shall provide Executive
-----------------
with (or reimburse Executive for, as applicable) a Company-leased,
individually-owned or individually-leased vehicle, provided that the total
expense to the Company for such vehicle shall not exceed $1,250 per month
(exclusive of, but not limited to, one time charges for taxes, bank fees and
registration costs) (the "Allowance"), provided that the Allowance may be
increased to such amount, not to exceed $1,500 per month, as may be necessary
for Executive to lease the same, or a similar, current make and model
automobile, on the same economic terms (length of lease, downpayment capital
cost reduction, included mileage, etc.) as the automobile presently leased by
Executive. The Company shall pay for Executive's use and operation of such
vehicle, including but not limited to costs for maintaining, insuring and
fueling such vehicle."
3. The first paragraph in Paragraph 9, as it now exists, is hereby stricken
and instead replaced by Paragraph 9 reading in its entirety as follows:
"9. Termination. The Term and Executive's employment hereunder shall continue
-----------
from the effective date of this Agreement through December 31, 2012, unless
terminated earlier by the Company or by Executive pursuant to this Paragraph 9.
The Company and Executive agree to enter into good faith negotiations for a
successor Agreement or extension of the Term no later than 5 months prior to the
expiration of the Term, unless the Company responds to Executive's Notice (as
defined below) by stating its intention not to extend the Term or enter into a
successor Agreement with Executive. Accordingly, no later than 6 months prior
to the expiration of the Term, Executive shall submit a written notice
("Executive's Notice") to the Company requesting that the Company state whether
or not it intends to initiate negotiations for a successor Agreement or an
extension of the Term. The Company shall respond to Executive, in writing, no
later than 10 days after receipt of Executive's Notice."
4. The last sentence of Paragraph 9(B)(III), as it now exists, is hereby
stricken.
5. The second sentence of Paragraph 19G (Notice), as it now exists, is
hereby stricken and instead replaced in its entirety by the following:
"If to Company:
Orbit International Corp.
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Board of Directors
With a copy to:
Ruskin Moscou Faltischek, P.C.
0000 XXX Xxxxx
Xxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxx, Esq.
Facsimile: (000) 000-0000
If to Executive:
Xxxxxxxx Xxxxxx
Orbit International Corp.
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000; and
000 Xxxx 00xx Xxxxxx, Xxx. 00X
Xxx Xxxx, XX 00000
(or Executive's most recent address set forth in the Company's personnel
record)"
6. Except as hereinabove specifically amended, the Employment Agreement
shall remain in full force and effect.
7. Executive represents to the Company that he has been urged, and has had
the opportunity, to consult with his own independent counsel with respect to the
negotiation of, and his decision to enter into, this Amendment and acknowledges
that he understands the meaning and effect of each and every term and provision
contained.
8. This Amendment may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date and year first above written.
ORBIT INTERNATIONAL CORP.
By:/s/ Xxxxx Xxxxxxxx
------------------
Name: Xxxxx Xxxxxxxx
Title: Executive VP and COO
/s/ Xxxxxxxx Xxxxxx
-------------------
XXXXXXXX XXXXXX
