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Exhibit 99.6
AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
TRIDENT INTERNATIONAL, INC.
AND
XXXXXX X. XXXXXX
This Amendment (the "Amendment") to the Executive Employment Agreement
between Trident International, Inc. (the "Company") and Xxxxxx X. Xxxxxx (the
"Executive") dated as of November 1, 1997 (the "Agreement"), is dated as of
January 6, 1999.
WHEREAS, in order to clarify certain provisions of the Agreement as
they relate to a potential change in control of the Company, the undersigned
parties to the Agreement wish to amend the Agreement as described herein; and
WHEREAS, capitalized terms used and not otherwise defined herein shall
have the meanings given to them in the Agreement.
NOW THEREFORE, the undersigned parties to the Agreement hereby agree as
follows:
1. Section 6.E of the Agreement is hereby amended and restated in
its entirety to provide as follows:
"E. Notwithstanding the foregoing, failure to object in writing to the
changes listed above within 180 days of any such change following a Change in
Control of the Company shall constitute a waiver of such change being deemed an
Involuntary Termination; provided, however, that in connection with any change
(or alleged change) following a Change in Control consummated on or prior to
April 30, 1999, the period for objecting to any such change (or alleged change)
shall be extended to December 31, 1999, and in no event shall the Executive be
deemed to have waived any rights under this Section 6 prior to December 31,
1999."
2. Section 6 of the Agreement is hereby amended to add the
following Section 6.H.:
"H. The Company and the Executive acknowledge and agree that the
payments provided for hereunder represent reasonable compensation for personal
services provided hereunder. In furtherance of the foregoing, the Company
further agrees that, if any portion of the payments to be received by you
hereunder, when considered together with all other amounts to be received by you
from the Company or any successor entity, would constitute an "excess parachute
payment" (within the meaning of ss.280G of the Internal Revenue Code of
2
1986, as amended), then the Company shall gross-up that portion of such payment
by an amount (the "Gross-up Amount") sufficient to provide you with the same
after-tax amount you would have received but for any excise taxes due under
ss.280G or any additional income taxes due on such grossed-up amount; provided,
however, that in no event shall the Gross-up Amount exceed $160,000."
3. Except as expressly provided herein, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first set forth above.
TRIDENT INTERNATIONAL, INC.
By: /s/ R. Xxxx Xxx Xxxxxx
-----------------------------------------
Name: R. Xxxx Xxx Xxxxxx
Title: Chairman of the Board of Directors
EXECUTIVE
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
