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EXHIBIT 10.10
APPENDIX A
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First amendment to Employment Agreement (the "First Amendment") is
made as of the first day of January 1998, by and between Aavid Thermal
Technologies, Inc., a Delaware Corporation with its headquarters in Concord, New
Hampshire (the "Company"), and Xxxxxx X. Xxxxxxx of Bedford, New Hampshire (the
"Executive").
BACKGROUND
The Company entered into the employment Agreement with Executive by written
contract dated as of October 1, 1996 (the "Agreement"). For good and valuable
consideration, the Company and Executive desire to amend the Agreement to,
among other things, extend the Term, increase the base salary, revise the bonus
structure, and provide for additional stock options. All capitalized terms used
herein shall have the same meaning as set forth in the Agreement.
Accordingly, the company and Executive wish to set forth the terms of the
amendment to the Agreement as follows:
1. AMENDMENTS TO THE AGREEMENT
(a) Paragraphs 1, 2 and 3 of the Agreement are amended in their entirety
to read as follows:
"1. EMPLOYMENT. The Company offers and the Executive accepts full
time employment as CEO of the company and of Aavid Thermal
Products, Inc. ("ATP"). Executive shall also serve as the
Chairman of the Board of the Company, ATP, and fluent, Inc. The
Executive shall report to the Board of directors of the Company,
and shall have all powers and duties as would normally be
associated with the positions of chairman of the board and CEO of
a publicly traded company, with the purpose of carrying out the
mission of the company as set forth in the Background paragraph
of the Agreement. The Executive shall also perform such other
duties as may reasonably be requested from time to time by the
board of directors of the company. The Executive shall work at
the company's headquarters in Concord, New Hampshire, or at such
other place or places as the company may reasonably request."
"2. TERM. The term of employment under the Agreement shall begin on
October 15, 1996, and shall continue until Midnight on December
31, 1999 (the "Term"), subject to prior termination in accordance
with the terms hereof."
"3. COMPENSATION.
3.1 BASE SALARY. During the Term, the Executive will receive an
annual base salary payable in accordance with the company's
payroll procedures for its executives, as follows:
3.1.1 From October 1, 1996 to December 31, 1997: $250,000.
3.1.2 From January 1, 1998 to December 31, 1998: $300,000.
3.1.2 From January 1, 1999 to December 31, 1999: $350,000.
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3.2 ANNUAL INCENTIVE. The Executive shall have the opportunity
to earn an individual annual incentive bonus of up to
$150,000 for 1997, as set forth in Exhibit A. For 1998 and
1999, Executive shall have the opportunity to earn a bonus
based on achievement of the Board of Directors approved
incentive bonus plan performance targets for each year with
a base target of $150,000, as set forth in Exhibit A1. For
1998 and 1999, Executive shall have the opportunity to earn
a bonus based on achievement of the Board of Directors
approved incentive bonus plan performance targets for each
year with a base target of $150,000, as set forth in Exhibit
A1.
3.4 BENEFITS. The Executive shall receive medical and other
benefits as provided to other executives from time to time.
The executive shall be entitled to four weeks of vacation
per year.
3.5 EXPENSES AND FACILITIES. The Company shall reimburse the
Executive for reasonable out-of-pocket expenses incurred in
fulfilling his duties. The Company shall provide the
Executive with suitable office facilities, equipment,
supplies, and staff.
3.6 OUTSIDE DIRECTORSHIPS. The Company shall provide Executive
with sufficient time to serve as a director of other
companies, so long as such directorships do not unreasonably
interfere with Executive's duties with the Company."
(b) A new Paragraph 4A shall be inserted after Paragraph 4 of
the Agreement to read as follows:
"4A. STOCK OPTIONS 1998. The company shall grant to
executive options for 100,000 shares of Aavid Thermal
Technologies, Inc. common stock, par value $0.01 per share,
as follows:
4A1. JANUARY GRANT. As of January 1, 1998, a grant of stock
options for 50,000 shares at an exercise price of the fair
market value of the underlying stock on January 1, 1998
vesting over two (2) years with options for 25,000 shares
vesting on each of the following two anniversaries of the
grant such that all of these options to the extent not
previously exercised, shall be vested on January 1, 2000.
4A2. JULY GRANT. As of July 1, 1998, a grant of stock
options for 50,000 shares at an exercise price the higher of
(i) the fair market value of the underlying stock on July 1,
1998, or (ii) $27.50 per share; vesting over two (2) years
with options for 25,000 shares vesting on each of the
following two anniversaries of the grant such that all of
the options, to the extent not previously exercised, shall
be vesting on July 1, 2000."
2. LIMITATION ON AMENDMENT. Except as expressly amended in this
First Amendment, that Agreement shall remain in full force
and effect. To the extent that a conflict arises between the
terms of the Agreement and the first Amendment, the terms of
the Agreement shall govern.
3. EXECUTION IN COUNTERPARTS. This First Amendment may be
executed in any number of counterparts, each of which when
so executed and delivered shall be
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deemed to be an original, and all of which when taken
together shall constitute but one and the same instrument.
4. SEPARATE COUNSEL. The parties acknowledge that the Company
has been represented in this transaction by its General
counsel, that the Executive has not been represented in this
transaction by the company's attorneys, and the Executive
has been advised that it is important for him to seek
separate legal advice and representation in this matter.
Date: _______________________________
AAVID THERMAL TECHNOLOGIES, INC.
A Delaware Corporation
By: Xxxx X. Xxxxxxxx s/s Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its: Vice President & General Counsel
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