Exhibit 10.9.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "First Amendment")
is made and entered into as of May 19, 1997, by and between XXXXXXX-XXXXXX,
INC., a Delaware corporation, with its principal office located in Santa Monica,
California (the "Company"), and Xxxxxxx Xxxxxx, an individual ("Employee").
RECITALS
WHEREAS, Company and Employee have entered into that certain
Employment Agreement dated as of January 1, 1997, (the "Agreement"), providing
for the employment of Employee by Company pursuant to the terms of such
Agreement; and
WHEREAS, Company and Employee have agreed that the terms of the
Employment Agreement should be modified to change the Employee's Stock Option
Grants.
AMENDMENT TO AGREEMENT
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement, effective as of May 19, 1997 as follows:
1. Section 5 c) of the Employment Agreement is deleted in its
entirety and the following is inserted in lieu thereof:
5 c). Effective January 1, 1997, the Company shall grant to
Employee under the Company's 1992 Incentive and Non-Statutory
Stock Option Plan nontransferable incentive and non-statutory
options to purchase an aggregate of 10,000 shares of Common Stock
at an exercise price equal to the price of the Common Stock on
the date the grant of such options are approved on such terms and
subject to such conditions as are set forth in the Stock Option
Agreement between the Company and Employee.
The Company shall also grant to Employee under the Company's 1992
Incentive and Non-Statutory Stock Option Plan non-transferable
incentive and non-statutory options to purchase an aggregate of 35,000
shares of Common Stock at an exercise price equal to the price of the
Common Stock on the date the grant of such options were approved, May
19, 1997, on such terms and subject to such conditions as are set
forth in the Stock Option agreement between the Company and the
Employee.
Subject to the foregoing, the Employment Agreement remains in full
force and effect, and Company and Employee hereby ratify and affirm the
Employment Agreement in each and every respect.
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
as of the date first above written.
XXXXXXX-XXXXXX, INC. ATTEST:
a Delaware corporation
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
------------------- ------------------
Acting Secretary Xxxx X. Xxxxxx
Compensation/Stock Option Committee Chairman, Compensation/Stock
Option Committee
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxx
------------------ ----------------
Xxxxxxx Xxxxxx Xxxxxxx Xxxx
Executive Vice President and
Chief Financial Officer
