1
EXHIBIT 10.22
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (the "Amendment") is made
and entered into as of August 28, 1998, by and between Interactive Flight
Technologies, Inc., a Delaware corporation (the "Company"), and Xxxxxx Xxxxxxx
(the "Executive"), with reference to the following facts:
A. The Company and Executive are parties to that certain Employment
Agreement dated as of November 18, 1996 (the "Employment Agreement").
B. The parties wish to amend the Employment Agreement as set forth
herein.
NOW THEREFORE, based on the mutual covenants contained herein, the parties
agree as follows:
6.2.3 Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined by KPMG Peat
Marwick, LLP that any payment by the Company to or for the benefit of the
Executive (whether paid or payable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 6.2.3) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, (the
"Code") or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall, at the same time that the payment giving rise to the
excise tax is made, receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes) and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 6.2.3, if it shall be
determined by KPMG Peat Marwick, LLP that the Executive is entitled to a
Gross-Up Payment, but that imposition of the Excise Tax could be eliminated by
reducing an amount of a cash Payment otherwise due to the Executive by an
amount equal to $40,000 or less, the Executive's cash Payments shall be so
reduced by the least amount necessary to eliminate the Excise Tax.
6.8 GRANTOR TRUST. The Company shall establish a grantor trust to
assist it in meeting its obligations hereunder.
2
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
INTERACTIVE FLIGHT TECHNOLOGIES, INC. EXECUTIVE
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
------------------------------ ------------------------------
name: Xxxxxxx Xxxxx Xxxxxx Xxxxxxx
title: Chief Executive Officer
