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EXHIBIT 10.54
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and
entered into as of the 17th day of October, 1997, by and between The O'Gara
Company (the "Company") and Xxxxxxxx X. Xxxxxxxxxx (the "Executive").
WITNESSETH
WHEREAS, the Company and the Executive are parties to an Employment
Agreement, dated as of August 28, 1996 ("Agreement"); and
WHEREAS, in connection with the pending merger of the Company's
subsidiary into Xxxxx Holdings, Inc., the Company and Executive desire to amend
the terms of the Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is here by
acknowledged, the parties agree as follows:
1. The first sentence of Section 1.01 of the Agreement is hereby
deleted and the following is inserted in its place:
"The Company shall employ Executive as Controller and
Treasurer."
2. Section 2.02 of the Agreement is hereby amended to extend the Term
through November 30, 2000.
3. Section 5.04 (c) of the Agreement is hereby deleted in its entirety
and the following inserted in its place:
(c) In the event of termination of Executive's
employment by the Company other than for Cause, the Company
shall pay Executive, in addition to the amounts described in
Section 5.04(a) hereof, the greater of (i) an amount equal to
the value of the continued payment of Executive's base salary
for the remainder of the Term (excluding any renewal periods),
or (ii) an amount equal to one (1) year of Executive's base
salary at the time of termination. Such amount shall be
payable, at the discretion of the Company, either (A) in a
lump sum or (B) in equal monthly installments.
4. The following is hereby added as Section 5.04(d) of the Agreement:
(d) In the event that the Company fails to renew the
terms of this Agreement for at least one year following the
end of the Term, the
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Company shall pay Executive an amount equal to one (1) year of
Executive's base salary at the time of termination. Such
amount shall be payable, at the discretion of the Company,
either (A) in a lump sum or (B) in equal monthly installments.
5. Section 6.01 of the Agreement is hereby deleted in its entirety and
the following inserted in its place:
6.01. Mitigation: Offset. In the event that an amount
becomes payable to Executive pursuant to Section 5.04(c)
above, such amount shall be reduced, on a dollar-for-dollar
basis, by (i) any outstanding amounts owed by Executive to the
Company and (ii) the amount of any compensation for services
earned by Executive during the remainder of the Term (if a
severance payment is due in accordance with Section
5.04(c)(i)) or during the one year period following
termination (if a severance payment is due in accordance with
Sections 5.04(c)(ii) or 5.04(d)), from any source, whether
paid currently or deferred. In such event, Executive shall
cooperate with the Company and shall provide such information
to the Company as it may reasonably require.
6. The annual salary set forth in Paragraph (a) of Exhibit A to the
Agreement is hereby changed to $140,000.00.
7. The following is hereby added at the end of Paragraph (e) of Exhibit
A to the Agreement: "in an amount commensurate with Executive's position and
responsibilities with the Company"
8. This Amendment shall be effective as of the Effective Time as
defined in the Plan and Agreement to Merge VDE, Inc. with and into Xxxxx
Holdings, Inc., dated as of August 8, 1997.
9. Any capitalized terms not defined herein shall have the respective
meanings ascribed to them in the Agreement.
10. All of the terms and conditions of the Agreement, not amended
hereby, shall remain in full force and effect.
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The undersigned have executed this Amendment as of the date first above written.
The O'Gara Company
By: /s/ Xxxxx X. Xxxxxx
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Its: Vice President
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Executive:
/s/ Xxxxxxxx X. Xxxxxxxxxx
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