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Exhibit 10.21
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (the "Amendment") is made
and entered into as of August 28, 1998, by and between Interactive Flight
Technologies, Inc., a Delaware corporation (the "Company"), and Xxxx Xxxxxxxx
(the "Executive"), with reference to the following facts:
A. The Company and Executive are parties to that certain Employment
Agreement dated as of October 2, 1996 (the "Employment Agreement").
B. The parties wish to amend the Employment Agreement as set forth
herein.
NOW THEREFORE, based on the mutual covenants contained herein, the parties
agree as follows:
5.2.3 Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined by KPMG Peat Marwick, LLP that any payment
by the Company to or for the benefit of the Executive (whether paid or payable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 5.2.3) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended, (the "Code") or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall, at the
same time that the payment giving rise to the excise tax is made, receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes) and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
5.8 GRANTOR TRUST. The Company shall establish a grantor trust
to assist it in meeting its obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
INTERACTIVE FLIGHT TECHNOLOGIES, INC. EXECUTIVE
/s/ XXXXXXX XXXXX /s/ XXXX XXXXXXXX
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name: Xxxxxxx Xxxxx Xxxx Xxxxxxxx
title: Chief Executive Officer
