Exhibit 10.7
AMENDMENT NO. 1 TO
EMPLOYMENT (CHANGE OF CONTROL) AGREEMENT
This Amendment to Employment (Change of Control) Agreement (the
"Amendment") is made and entered into effective November 4, 1999 (the "Effective
Date") by and between _______ (the "Employee") and Research, Incorporated (the
"Company").
WHEREAS, Employee and Company have entered into an Employee (Change
of Control) Agreement dated May 21, 1999 (the "Agreement") and desire to amend
that agreement.
NOW, THEREFORE, the parties agree as follows:
1. Section 1(c) of the Agreement is hereby amended in its entirety
as follows:
"(c) "Change of Control" shall mean (i) a corporate
reorganization of the Company which results in the stockholders of
the Company immediately prior to such reorganization owing less than
50% of the combined voting power of the capital stock of the
surviving company immediately following such reorganization; (ii)
sale of all or substantially all of the assets of the Company; (iii)
sale of substantially all of the assets of a business unit if
employee is the manager or staff member of that business unit
immediately prior to such sale; or (iv) the termination of
employee's employment of the Company as a result of the sale of a
business unit, whether or not Employee is assigned to that business
unit."
2. Section 4 of the Agreement is hereby amended in its entirety as
follows:
"4 Duration. This Agreement shall terminate at such time as the
Board of Directors adopts a resolution terminating this Agreement
provided at such time all obligations accrued to the date of
termination have been satisfied."
3. Except for the changes provided herein, the Agreement remains in
full force and effect.
RESEARCH, INCORPORATED
By
-----------------------------------
Its
----------------------------------
-------------------------------------
Employee
