May 12, 2005
Xx. Xxxxxx Xxxxxxxx
Marlton Technologies, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Re: Employment Agreement dated November 20, 2001
Dear Xxx:
Confirming the actions of the Compensation Committee of the Board of
Directors of Marlton Technologies, Inc. ("Company"):
Effective January 1, 2005, your annual base salary was changed to $200,000
based on your commitment to devote not less than 80% of your business time to
Marlton, subject to further adjustment, based on an annual rate of $250,000 for
100% of your business time, if and when you devote more or less of your business
time to the Company.
As described in Note 7 of the Item 11 Summary Compensation Table included
in the Company's Form 10-K/A for the fiscal year ended December 31, 2004, you
have waived (i) your rights to the salary reductions described in Notes 2, 3 and
6 of such Table, and (ii) except as contemplated by Note 4 to such Table, your
entitlement pursuant to your Employment Agreement to parity with Xxxxx Xxxxx and
Xxxxxxx Xxxxxx in salary and bonus for all periods through December 31, 2004.
The following phrase shall be added to the end of the last sentence of
Section 5(a) of your Employment Agreement: ", subject to proportionate reduction
in the event the Employee devotes less than 100% of his business time to the
Company."
The Company shall provide you with reimbursement of life and disability
insurance premiums of up to $9,500 per year.
You have waived the requirement under your Employment Agreement and under
the Stockholders' Agreement dated November 20, 2001 that the Company and its
Board of Directors use their best efforts to cause you to be elected and
re-elected to the Company's Board of Directors, as long as the Company provides
you with Board observer rights allowing you to receive notice and all materials
for Board meetings as provided to Board members and the right to attend Board
meetings without voting rights.
The provisions of your Employment Agreement relating to the above subject
matter are superseded by this amendment; otherwise the Employment Agreement
shall remain in full force and effect in accordance with its terms and shall
constitute the legal, valid and binding agreement of the Company.
---------------------------------
Xxxxxxx Xxxxx
Chairman of Compensation Committee
Agreed this _____ day of May, 2005.
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Xxxxxx X. Xxxxxxxx
