1
EXHIBIT 10(o)
AMENDMENT
Amendment dated as of September 1, 1998 to the Consulting
Agreement (the "Consulting Agreement") dated as of August 9, 1996 between
Sensormatic Electronics Corporation, a Delaware corporation (the "Corporation"),
and Xxxxxx X. Xxxxx ("Xxxxx").
W I T N E S S E T H:
WHEREAS, the Consulting Agreement effected certain changes to
the Agreement dated as of December 23, 1988 between Assaf and the Corporation
(the "Change in Control Agreement"); and
WHEREAS, the Corporation recently updated its change in
control agreements generally and Assaf's Change in Control Agreement in
particular; and
WHEREAS, the parties hereto wish to make conforming changes to
the Consulting Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto hereby amend the
Consulting Agreement as follows:
Effective as of the date hereof (the "Amendment Date"), the
provisions of Section 8(a) of the Consulting Agreement (as originally
set forth in the Consulting Agreement, the "Consulting Agreement Change
of Control Provisions") have been given effect in the amended and
restated Change of Control Agreement. Accordingly, the Consulting
Agreement Change of Control Provisions shall be without further force
or effect, except that it is still the understanding of the parties
that the provisions of Section 3 of the Consulting Agreement shall be
applicable in the event of a Change in Control, that the Change in
Control Agreement may be amended by mutual agreement of Assaf and the
Corporation, and that any such amendments shall be given effect for all
purposes of the Consulting Agreement.
References in the Consulting Agreement to the Change in
Control Agreement (other than in the Consulting Agreement Change of
Control Provisions) shall be deemed to refer to the Change in Control
Agreement as amended and restated as of the Amendment Date, as the same
may be further amended in accordance with the preceding paragraph.
Subject to the amendments set forth above, the Consulting Agreement shall remain
in full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date first set forth above.
SENSORMATIC ELECTRONICS
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx