PROTOCOL SYSTEMS, INC.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
PARTIES: Protocol Systems, Inc. ("Company")
0000 XX Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx ("Executive")
0000 XX Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
DATE: Xxxxx 0, 0000
XXXXXXXX:
A. The Company and the Executive have entered into an Executive
Employment Agreement dated as of August 1, 1999 (the "Employment Agreement").
B. The Company and the Executive now desire to modify certain
provisions of the Employment Agreement.
NOW, THEREFORE, for valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Capitalized terms used herein but not defined herein have their
defined meanings as set forth in the Employment Agreement.
2. Section 6.2.1 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
6.2.1 Change of Control Termination Payment. In the event of a Change of
Control Termination as defined in Section 6.1.2, without further action by
the Board, the Company shall, within thirty (30) days of such termination,
make a lump sum payment to the Executive, equal to two (2) years' Base
Salary.
3. Section 6.2.2 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
6.2.2 In addition to the amounts paid pursuant to Section 6.2.1 the
Company shall pay to the Executive an amount equal to (a) two (2) times
what the Executive would have received in incentive plan bonus for the year
in which termination occurs as if the "target" goals had been achieved for
that fiscal year, or (b) the actual amount of the incentive bonus to which
the Executive would have been entitled had he remained with the Company
based on the Company's actual performance, for the fiscal year in which
termination occurs, whichever is greater. The amount provided by this
Section 6.2.2 shall be earned and payable on the date that is fifteen (15)
days after the date Executive would have been paid an annual incentive
bonus had he remained with the Company for the fiscal year in which
termination occurs.
4. Section 6.5 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
6.5 Vesting of Stock Options. All unvested stock options held by
Executive, if any, shall vest immediately upon a Change of Control
Termination as defined in Section 6.1.2. Executive may exercise such
options in accordance with the terms and conditions of the stock option
plan and the agreement pursuant to which such options were granted.
5. Except as set forth and amended and restated herein, the Employment
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to Executive
Employment Agreement to be duly executed on the day and year first written
above.
EXECUTIVE PROTOCOL SYSTEMS, INC.
____________________________________ By:_________________________________
Xxxxxx X. Xxxxxx Title:______________________________
