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Exhibit 99.08
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment (this "Amendment") is entered into as of July 22, 1996,
by and among Tylan General, Inc., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxxx, an individual residing in the State of California (the
"Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement, between Vacuum General, Inc., the predecessor of the Company, and the
Executive, dated as of October 5, 1989 (the "Existing Employment Agreement");
WHEREAS, the Company and the Executive are parties to a Severance
Protection Agreement, dated as of the date hereof; and
WHEREAS, the parties desire to amend Section 8(b) of the Existing
Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties do hereby agree as follows:
1. Section 8(b) of the Existing Employment Agreement is hereby amended
by adding a new third paragraph thereto as follows:
"Notwithstanding the other provisions of this Section 8(b), if
the Executive is terminated by VGI for cause as provided in
Section 7(b) or the Executive resigns for other than good
reasons as defined in Section 7(d) prior to the expiration of
15 months after the occurrence of a Change in Control (as
defined in the Severance Protection Agreement between the
Company and the Executive, dated as of July 22, 1996 (the
"Severance Protection Agreement")) and VGI elects to require
the Executive to provide consulting services upon the terms
provided in Section 8(c) below, VGI shall be obligated to pay
in one lump sum payment at the time of such election an amount
equal to five times the aggregate amounts provided for in
Section 8(c)(2)(i) and 8(c)(2)(iv) in lieu of the amounts
specified therein, in addition to the other consideration
specified in Sections 8(c)(2)(ii) and (iii). Such lump sum
payment shall be in addition to and not in lieu of any amounts
otherwise payable to Executive, whether pursuant to the
Severance Protection Agreement or otherwise."
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2. Section 9(a) of the Existing Employment Agreement is hereby amended
by deleting such subsection in its entirety and substituting therefor the
following:
"(a) Entire Agreement. This Agreement, together with the
Severance Protection Agreement, constitutes the entire
agreement between the parties hereto and supersedes all prior
agreements (other than the Severance Protection Agreement), if
any, understandings and arrangements, oral or written, between
the parties hereto with respect to the subject matter hereof."
3. Except as specifically provided in this Amendment, the Existing
Employment Agreement shall remain in full force and effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
5. This Amendment shall be construed in accordance with and governed by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed in California.
IN WITNESS WHEREOF, the parties have caused this amendment to be
executed on the day and year first written above.
TYLAN GENERAL, INC.
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Vice Chairman and Chief
Administrative Officer
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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