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EXHIBIT 10.27(a)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is effective as of the 30th day
of May, 1999 (the "Amendment Agreement"), by and among Xxxxxx Xxxxxx ("Xxxxxx"),
ALBA Speziallampen Holding GmbH, a German limited liability company ("ALBA"),
and SLI, Inc. (formerly Chicago Miniature Lamp, Inc.), an Oklahoma corporation
("SLI").
WITNESSETH:
WHEREAS Xxxxxx presently serves as President of ALBA upon terms and
conditions contained in an Employment Agreement entered into by the Parties to
this Amendment Agreement on May 30, 1996 (the "Employment Agreement");
WHEREAS the mentioned Employment Agreement by its terms automatically
terminates on May 29, 1999 unless the Parties to it agree otherwise;
WHEREAS Xxxxxx wishes to continue to serve as President of ALBA upon
the terms and conditions contained in the Employment Agreement as amended from
time to time; and
WHEREAS ALBA desires to continue to employ Xxxxxx in such capacity upon
the terms and conditions contained in the Employment Agreement as amended from
time to time.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. The first paragraph of the Employment Agreement heading with
"1. Employment" shall be replaced by the following paragraph:
"1. Employment. ALBA agrees to employ Xxxxxx, and Xxxxxx agrees to be
so employed, in the capacity of President. Subject to the provisions for
termination as hereinafter provided, employment shall be until May 31, 2002. At
the end of May 31, 2002 this Agreement shall automatically terminate without any
action necessary unless the Parties hereto agree otherwise in writing. This
Agreement may be terminated by either Party hereto at any time upon giving
written notice to the other Party with a period of six weeks effective at the
end of each calendar quarter, at the earliest, however, on September 30, 1999
("Ordinary Termination"). Upon payment to Xxxxxx of all amounts of compensation
and expense reimbursement payable through the effective date of such termination
notice, this Agreement shall thereupon terminate and be of no further force and
effect and Xxxxxx shall have no further rights to compensation or benefits
hereunder, provided, however, that in case of a termination for cause the rights
and duties provided herein and by law shall prevail."
2. The rest of the Employment Agreement, as amended from time to time,
shall remain in full force and effect until terminated according to the
provisions contained therein as amended by the Amendment Agreement.
3. Governing Law. This Amendment Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of Germany. In
the event of a breach of this Amendment Agreement, venue for any legal
proceedings shall be proper in Bamberg, Germany.
4. Entire Agreement. This Amendment Agreement contains the entire
agreement between the parties hereto and supersedes all agreements previously
made between the parties hereto and supersedes all agreements previously made
between the parties relating to the subject matter of this Amendment Agreement.
5. Modification. This Amendment Agreement may be modified only by a
written instrument executed by the Parties hereto.
6. Severability. If any provision of this Amendment Agreement is
determined to be invalid and/or unenforceable by a final decision of a court of
competent jurisdiction, the offending provision shall be severed and the
remainder of the Agreement shall survive and remain in full force and effect.
7. Non-waiver. No delay or failure by either Party to exercise any
right under this Amendment Agreement shall constitute a waiver of that or any
other right.
8. Binding effect. This Amendment Agreement shall inure to the benefit
of, and be binding upon, ALBA and SLI, and their respective affiliates,
subsidiaries, successors and assigns. In addition, this Amendment Agreement
shall inure to the benefit of, and be binding upon Xxxxxx, his heirs, personal
representatives, successors and assigns.
9. Headings. Headings used in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
10. Counterparts. This Amendment Agreement may be executed in
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto executed this Agreement on 11
November, 1998 to be effective as of the day and year first above written.
SLI, Inc.
By /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
"SLI"
ALBA SPEZIALLAMPEN HOLDING GmbH
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
"ALBA"
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
"Xxxxxx"
