Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER
THIS AMENDMENT TO EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER
("Agreement") made the 13 day of December, 1998, between STB SYSTEMS, INC.,
a Texas corporation (the "Company"), and XXXXXXX X. XXXX ("Executive").
WHEREAS, Executive and the Company have executed an Employment Agreement
dated as of November 1, 1996 (the "Employment Agreement"); and
WHEREAS, under an Agreement and Plan of Reorganization dated as of
December 13, 1998 (the "Merger Agreement"), the Company will become a
wholly-owned subsidiary of 3Dfx Interactive, Inc., a California corporation
("3Dfx"); as of the Effective Time (as defined in the Merger Agreement) (the
"Merger"); and
WHEREAS, at the Effective Time of the Merger, 3Dfx will assume the
Employment Agreement and become the employer thereunder; and
WHEREAS, Executive and the Company desire to set forth in this Agreement
the amended terms for Executive's continued employment following the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
FIRST
The terms of this Agreement shall become effective only at the
Effective Time of the Merger, at which time 3Dfx shall assume the Employment
Agreement, as amended by this Agreement, and all references in such
Employment Agreement and this Agreement to the "Company" shall be deemed to
refer to 3Dfx. Paragraphs 1 and 2 of the Employment Agreement will be amended
in their entirety to provide as follows:
"1. EMPLOYMENT. The Company hereby agrees to employ Executive and Executive
hereby agrees to serve the Company, on the terms and conditions set forth
herein, for the period commencing on the Effective Time of the Merger and
expiring on the date that is the one year anniversary of such date (unless
sooner terminated as hereinafter set forth); provided, however, that
commencing on such anniversary date, and each annual anniversary of such date
thereafter, the term of this Agreement shall automatically be extended for
one additional year unless, at least 30 days prior to any such anniversary
date, the Company or the Executive shall have given notice that it does not
wish to extend this Agreement. The term of this Agreement, as it may from
time to time be extended this Agreement. The term of this Agreement, as it
may from time to time be extended in accordance with this Paragraph, may be
referred to herein as the "Period of Employment."
2. POSITION AND DUTIES. Executive shall serve as an Executive Vice
President of the Company, performing the functions and duties as shall be
prescribed from time to time provided that such functions and duties are
consistent with and attendant to Executive's position or other positions that
he may hold from time to time. Executive shall devote his full working time
and efforts to the business and affairs of the Company and the promotion of
its interest and
perform all duties and services on behalf of the Company necessary to carry
out such functions."
SECOND
Subparagraphs 3a. and 3b. of the Employment Agreement will be amended
in their entirety to read as follows:
"3. COMPENSATION AND RELATED MATTERS.
a. BASE SALARY. Executive shall receive an annual base salary
("Base Salary") at the rate of Two Hundred Seventy-five Thousand Dollars and
No/100 Cents ($275,000.00) during the period ending on the first anniversary
of the Effective Time of the Merger. Thereafter, Executive's Base Salary
shall be redetermined at least 30 days before each annual anniversary in an
amount to be fixed by the Board of Directors of the Company or the
Compensation Committee thereof. The term "Base Salary" as used in this
Agreement shall mean, at any point in time, Executive's annual base salary at
such time. The Base Salary shall be payable in substantially equal
semi-monthly installments or in accordance with the Company's regular payroll
practices.
b. INCENTIVE COMPENSATION. In addition to Base Salary, Executive
shall participate in the Company's incentive compensation plan for its senior
executive management employees."
THIRD
Paragraph 4 of the Employment Agreement will be amended in its entirety
to read as follows:
"4. OFFICES. Executive agrees to serve as a director of the Company, if
elected or appointed thereto, provided he is indemnified for serving in such
capacity on a basis no less favorable than is currently provided by the
Company's By-laws. If elected as a director of the Company as of the
Effective Time, Executive will serve as the Vice Chairman of the Company's
Board of Directors.''
FOURTH
Subparagraph 9c of the Employment Agreement will be amended to delete
therefrom Subsection (A) in its entirety. Subsection (C) of the definition of
"Good Reason" in Subparagraph 9d of the Employment Agreement will be amended
in its entirety to reflect more clearly the original intent of the parties,
to read as follows:
"(C) without Executive's consent, a reduction of Executive's Base Salary
to an amount less than previously determined and fixed for the immediately
preceding twelve-month period by the Compensation Committee in accordance
with Subparagraph 3(a) other than a reduction deemed necessary by the Board
for all executive officers;"
Paragraph 12 of the Employment Agreement will be amended in its entirety
to provide as follows:
"12. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as
follows:
if to the Executive:
At his home address as shown
in the Company's personnel records;
if to the Company:
3Dfx, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt."
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
STB SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxx /s/ Xxxxx Xxxxxxxxx
----------------------------- ------------------------------
XXXXXXX X. XXXX By: XXXXX XXXXXXXXX
It.: COO
------------------------------
