FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement,
dated as of April 1, 1997 (the "Amendment"), is by and between MOTORCAR PARTS &
ACCESSORIES, INC, a New York corporation having an address at 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the "Company") and XXXXXXX XXXXX, an
individual with an address c/o Motorcar Parts & Accessories, Inc., 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the "Employee").
WHEREAS, the Company and the Employee are parties to an Amended and
Restated Employment Agreement dated as of September 1, 1995 (the "Agreement");
and
WHEREAS, the Company and the Employee desire to amend the Agreement
in certain respects.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions hereinafter set forth, the parties hereby agree as
follows:
1. Amendment to the Agreement. The Agreement is hereby amended as of
April 1, 1997, as follows:
Paragraph 5(a) of the Agreement is hereby amended in its entirety as
follows:
"(a). Base Salary. The Company shall pay Employee a
minimum base salary ("Salary") of Four Hundred Thousand Dollars
($400,000) per year. The Salary shall be subject to review and
adjustment on an annual basis, or, at the Company's discretion, on
such date as the Company may designate; provided, however, that in
no event shall Employee's Salary be adjusted below the Salary
designated herein."
2. Counterparts. This Amendment may be signed in one or more
counterpart copies, each of which constitutes an original, but all of which,
when taken together, shall consti tute one agreement binding upon all of the
parties hereto.
3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflicts of law rules thereof.
4. Agreement to Continue as Amended. Except as modified and amended
by this Amendment, the Agreement shall remain and continue in full force and
effect after the date hereof.
IN WITNESS WHEREOF, the parties hereunto have executed and delivered
this Amendment as of the date first written above.
MOTORCAR PARTS & ACCESSORIES
By:
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Name:
Title:
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Xxxxxxx Xxxxx
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