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Exhibit 10.26
AMENDMENT
OF
SERVICES & OPTION AGREEMENT
This Agreement is between W. Xxxx Xxxxxx ("Xxxxxx"), Monument Investors
Limited Partnership ("Monument") as successor to Xxxxxxxx X. Xxxxxx and the
estate of Xxxx X. Xxxxxx ("Bartols"), and Rockford Corporation, an Arizona
corporation ("Rockford"). Xxxxxx, Monument, and Rockford agree as follows:
1 RECITALS.
1.1 Rockford Business. Rockford manufactures and distributes high
quality car and professional audio products under various brand
names including "Rockford-Fosgate", "Hafler Professional",
"Rockford Acoustic Designs", and "Connecting Punch".
1.2 Prior Agreement. Suttle, Bartols, and Rockford were parties to a
Services and Option Agreement, and Xxxxxx, Monument and Rockford are
parties to the Amendment and Renewal of Services and Option
Agreement effective as of August 1, 1995 (the "Prior Agreement")
under which Xxxxxx holds options to purchase up to 185, 000 shares
of Rockford common stock from Monument (the "Prior Options").
1.3 Xxxxxx Services to Rockford. Xxxxxx has made himself available to
perform certain services under the contract between Xxxxxxxx, Xxxxx
& Goldress, Inc. ("3G") and Rockford (the "Contract"), a copy of
which is attached as Exhibit X. Xxxxxx and Rockford have now agreed
to end Xxxxxxx provision of services under the Contract. Instead,
Rockford will employ Xxxxxx directly under a new Employment
Agreement between Xxxxxx and Rockford (the "Employment Agreement").
1.4 Stock Option. Monument desires to amend the Prior Options as
consideration for (1) Xxxxxx'x entry into the Employment Agreement
and (2)Xxxxxx'x undertaking of the obligation provided in this
Agreement.
2 XXXXXX SERVICES. Xxxxxx will serve as Director, President and CEO of
Rockford (or in another capacity agreed by Xxxxxx, Monument, and Rockford)
on a "full time" basis pursuant to the terms of the Employment Agreement.
In consideration of such services, the parties agree that (1) all
references in the Prior Agreement to the Contract will beginning on the
date of this Amendment be deemed to refer in addition to the Employment
Agreement and (2) the requirements in the Prior Agreement that Xxxxxx
provide service sot Rockford under the Contract will be satisfied by
Xxxxxx'x providing of service to Rockford under the Employment Agreement.
3 EXTENSION OF OPTION. Xxxxxx'x option is extended to expire on December 31,
2003 (co-terminus with the scheduled expiration of the initial term of the
Employment Agreement) by replacing the words "August 31, 2002" in the text
of Section 3 and in Section 3.3(a)
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with the words "December 31, 2003." The exercise price of the options
during the extended option period is established at $3.50 per share by
amending the table in Section 3 to read as follows:
Price Term
----- ----
$1.59 per share on or before August 1, 1995
$1.95 per share on or before August 1, 1999
$3.00 per share on or before August 1, 2002
$3.50 per share on or before August 1, 2003
4 AMENDMENT. Sections 2 and 4 are deleted from the Prior Agreement and have
no further effect. All other sections of the Prior Agreement, including
Section 3 granting to Xxxxxx the Prior Option, continue in effect without
change other than the change set forth above.
5 EXECUTION AND EFFECTIVE DATE. This Amendment is effective as of January 1,
1999.
/s/
-------------------------------------------
W. Xxxx Xxxxxx
Address: 000 X. Xxxxx Xxxxx
Xxxxx, XX 00000
Monument Investors Limited Partnership
By /s/
----------------------------------------
Xxxxxxx x. Xxxxxx, General Partner
Address: 0000 Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
Rockford Corporation
By /s/
-----------------------------------------
W. Xxxx Xxxxxx, President
Address: 000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
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