EXHIBIT 10.50
Xxxxxxx Technology Company, Inc.
00 Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
February 26, 2002
Xx. Xxxxxx X. Xxxxx
00000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
Pursuant to Paragraph 18 of our agreement dated March 19, 2001 (the
"Agreement"), which sets forth the terms of your employment with Xxxxxxx
Technology Company, Inc. (the "Company"), the Agreement is hereby changed,
effective November 14, 2001, to read as follows:
(1) Paragraph 1 of the Agreement is changed by deleting "direct and
manage", and inserting in its place "oversee".
(2) Xxxxxxxxx 0, Xxxxxxxxx 0X(x), and Paragraph 9D(v) of the Agreement
are changed by deleting "President and the Chief Executive Officer", and
inserting in its place "Chairman of the Board".
(3) Paragraph 2A of the Agreement is changed by deleting "three hundred
thirty-three thousand nine hundred dollars ($333,900)", and inserting in its
place "two hundred fifty thousand dollars ($250,000)".
(4) Paragraph 2B of the Agreement is changed by deleting "(but not
downward)", and inserting in its place "(but not downward unless agreed to by
you)".
(5) Paragraph 2D of the Agreement is changed by deleting that Paragraph
in its entirety, and inserting in its place the following:
"D. Deferred Compensation. You shall be paid, at such
times as are set forth in this Agreement, annual deferred
compensation of one hundred seventy-four thousand six hundred
forty-nine dollars ($174,649), which on a monthly basis is
fourteen thousand five hundred fifty-four dollars and eight
cents ($14,554.08) (the "Monthly Amount"). The Monthly Amount
shall be paid monthly, to you or your estate, as the case may
be, beginning on the day set forth in this Agreement, for a
period of one hundred eighty (180) months or the period ending
with the month of your death, whichever is longer. In this
regard, if you die after the date on which you first become
entitled to payment of the Deferred Compensation, whether or
not the first payment of the Monthly Amount has been made, and
prior to the payment of the Monthly Amount for one hundred
eighty (180) months, the Monthly Amount shall be paid monthly
for the balance of such one hundred eighty (180) month period
to the beneficiary or beneficiaries designated by you in
writing to the Company, or, if none are designated, to your
estate."
(6) Paragraph 3B(i) of the Agreement is changed by deleting that
paragraph in its entirety, and inserting in its place the following:
(i) In order to facilitate your purchase of three hundred
fifteen thousand one hundred forty-four (315,144) shares of the
Company's Class B Common Stock, par value $.01 per share (the "Class B
Stock"), the Company, on November 30, 1993, loaned to you one million
eight hundred seventeen thousand three hundred twenty-one dollars and
sixteen cents ($1,817,321.16) (the "Loan"). The Loan was made pursuant
to a Loan and Pledge Agreement dated November 30, 1993, which was
amended on November 25, 1997 (the "First Amended Agreement"), and the
First Amended Agreement is being amended today by an Amended and
Restated Loan and Pledge Agreement (the "Amended Agreement"). The Loan
was evidenced by a demand promissory note dated November 30, 1993 (the
"Note"), and the Note has been replaced by an amended demand promissory
note dated today (the "Amended Note") in the principal amount of one
million five hundred thousand dollars ($1,500,000.00). The Amended Note
bears interest, payable annually, at a rate equal to five percent (5%)
per annum effective November 30, 2001. If your employment under this
Agreement terminates for any reason other than death or for "cause," as
the term "cause" is defined in Xxxxxxxxx 0X hereof, the Company will
not demand payment of the outstanding principal of or accrued interest
on the Amended Note for a period of six (6) months after such
termination, or for a period of twelve (12) months after termination of
your employment in the case of your death. Notwithstanding anything to
the contrary contained in this Paragraph 3B(i), at any time that you
sell any of the shares of Class B Stock while any amount of the Amended
Note remains unpaid, you shall, within five (5) days of receipt of the
funds from such sale, pay to the Company, in repayment of part or all,
as the case may be, of the Amended Note, an amount
equal to five dollars and seventy-seven cents ($5.77) times the number
of shares of the Class B Stock so sold, but not in excess of the unpaid
balance of the Amended Note, plus interest as set forth in the Amended
Note, on the amount so repaid to the extent that such interest accrued
to the date of such repayment.
(7) Paragraph 18 of the Agreement is changed by deleting "January 31,
1994", and inserting in its place "March 19, 2001". As so changed by this letter
agreement, the Agreement shall remain in full force and effect.
Very truly yours,
XXXXXXX TECHNOLOGY COMPANY, INC.
By:
-----------------------------
AGREED TO AND ACCEPTED:
Xxxxxx X. Xxxxx
