Exhibit 10.19
Amendment to Salary Continuation Agreement
This Amendment to Salary Continuation Agreement (the “Amendment”) is made
as of the 26th day of July, 2004, by and between Xxxxxxxxx Electronics, Inc., a
Delaware corporation (“Xxxxxxxxx”), and the employee whose name appears on the
signature page of this Agreement (“Employee”). This Amendment amends the
Salary Continuation Agreement (the “Agreement”) dated as of October 18, 2000 by
and between Xxxxxxxxx and Employee.
WHEREAS, Employee is currently a valued key employee of Xxxxxxxxx and/or
its affiliates, and Xxxxxxxxx recognizes Employee’s contribution to the growth
and success of Xxxxxxxxx; and
WHEREAS, Xxxxxxxxx considers it essential to the best interests of
Xxxxxxxxx and its affiliates to xxxxxx the continued employment of key
personnel, such as Employee, by providing for certain payments such as that set
forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Amendment. The reference to “12 months” contained in Section 1(a) of
the Agreement is hereby amended to read “24 months.” All other provisions of
the Agreement shall remain unchanged and in full force and effect.
2. Severability. Whenever possible, each provision of this Amendment and
the Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Amendment or the Agreement
is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Amendment and the Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained in this Amendment.
3. Complete Agreement. This Amendment and the Agreement embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter of the
Agreement in any way.
4. Counterparts. This Amendment may be executed on separate counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
5. Successors and Assigns. This Amendment is intended to bind and inure
to the benefit and be enforceable by the parties to this Amendment and their
respective successors and permitted assigns.