Xxxxxxx Technology Company, Inc.
00 Xxxxxxxx Xxxxx
X. X. Xxx 000
Xxxxxxx, XX 00000-0000
Tel: 000 000-0000
Fax: 000-000-0000
February 10, 2004
Xx. Xxxx X. Xxxxxxxxxx
Xxxxxxxx 0
00000 Xxxxxx
Xxxxxxx
Dear Xxxx:
Pursuant to Paragraph 16 of the agreement dated September 19, 2001 (the
"Original Agreement") between Xxxxxxx Technology Company, Inc. (the "Company")
and you, as amended on February 14, 2003 (the "First Amendment") and then on May
12, 2003 (the "Second Amendment") (such First Amendment having been cancelled by
the Second Amendment effective May 12, 2003, and the Original Agreement and the
Second Amendment being referred to together herein as the "Agreement"), the
Agreement is hereby changed, effective today, as follows:
(1) The Agreement is amended is striking in its entirety Paragraph 8A, and
inserting in its place the following new Paragraph 8A.
A. Termination by the Company Without Cause. The Company may, without
cause, terminate your employment hereunder at any time upon ten (10)
or more days' written notice to you. In the event your employment is
terminated under this Paragraph 8A, the Company shall pay to you the
following:
(i) A single lump sum payment, not later than the last day of your
employment, of severance pay in an amount equal to your then
current annual base salary as defined in Xxxxxxxxx 0X (xx
xxxxxxxx xx Xxxxxxxxx 0X) hereof;
(ii) A single lump sum payment of any incentive compensation as set
forth in Paragraph 2C hereof earned in the fiscal year of the
termination of your employment, which incentive compensation
shall be determined on the basis
of the Company's operations through June 30 of such fiscal year,
and shall be pro-rated through the last day of your employment,
and shall be paid within three (3) months of such June 30,
(iii) To the extent vested, the Monthly Supplemental Retirement Benefit
with the first payment beginning on the first day of the month
immediately succeeding the last day of your employment;
(iv) Continuation of medical benefits for a period of twelve (12)
months; and
(v) Executive outplacement services for a period of six (6) months.
The Company shall have no further obligation to you under this Agreement
and you shall have no further obligation to the Company under this
Agreement except as provided in Paragraph 11 and Paragraph 12 hereof:.
(2) The Agreement is amended by striking in its entirety Paragraph 8G, as such
Paragraph was previously amended by the Second Amendment, and inserting in
its place the following new Paragraph 8G:
(G) Events. If any of the following described events occurs during the
term of your employment hereunder, you may terminate your employment
hereunder by written notice to the Company either prior to, or not
more than six (6) months after, the happening of such event. In such
event, your employment hereunder will be terminated effective as of
the later of ten (10) days after the notice or ten (10) days after the
event, and the Company shall make to you the same payments that the
Company would have been obligated to make to you under Paragraph 8A
hereof if the Company had terminated your employment hereunder
effective on such date. The events, the occurrence of which shall
permit you to terminate your employment hereunder under this Paragraph
8G, are as follows:
(i) Any merger or consolidation by the Company with or into any other
entity or any sale by the Company of substantially all of its
assets; provided; however,
that such event shall not be deemed to have occurred under this
clause if consummation of the transaction would result in at
least fifty (50%) percent of the total voting power represented
by the voting securities of the Company outstanding immediately
after such transaction being beneficially owned by holders of
outstanding voting securities of the Company immediately prior to
the transaction.
(ii) Any change of a majority of the directors of the Company
occurring within any thirteen (13) month period.
(iii) The adoption by the Company of any plan of liquidation providing
for the distribution of all or substantially all of its assets.
(iv) A material diminution in your duties, or the assignment to you of
duties that are materially inconsistent with your duties or that
materially impair your ability to function as the Vice President
of Operations of the Company if such diminution or assignment has
not been cured within thirty (30) days after written notice
thereof has been given by you to the Company.
All other sections of the Agreement shall remain in full force and effect.
Very truly yours,
XXXXXXX TECHNOLOGY COMPANY, INC.
/s/Xxxxxx X. Xxxxx, 2/10/04
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Xxxxxx X. Xxxxx, Chairman, President and CEO
AGREED AND ACCEPTED:
/s/Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
