Exhibit 10.12
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 12th day of December, 1996 by and between GLENAYRE
TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and XXXX X.
XXXXX (the "Executive").
Statement of Purpose
The Corporation and the Executive entered into an Employment Agreement
dated as of August 27, 1996 (the "Employment Agreement"). The Corporation and
the Executive desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Statement of Purpose
and the terms and provisions of this Amendment, the parties hereto agree as
follows:
1. Effective as of January 1, 1997, Paragraph 1(a) of the
Employment Agreement shall be amended to read as follows:
"(a) Employment. The Corporation hereby employs the
Executive, and the Executive hereby agrees to serve, as
President and Chief Executive Officer of the Corpora-
tion."
2. Effective as of January 1, 1997, Paragraph 1(b) of the
Employment Agreement shall be amended to read as follows:
"(b) Duties. In such capacity, the Executive agrees to perform
such duties and exercise such powers commensurate with his office as
may from time to time be reasonably requested of him by the Board of
Directors of the Corporation (the "Board") or vested in him by the
bylaws of the Corporation, subject to the control and direction of the
Board. During the Term, the Executive shall:
(1) devote substantially all of his business time,
attention and abilities to the businesses of the Corporation
(including its subsidiaries or affiliates, when so required),
and in any case as much thereof as the Board may reasonably
deem to be necessary for such businesses;
(2) faithfully serve the Corporation and use his
best efforts to promote and develop the interests of the
Corporation; and
(3) not acquire, directly or indirectly, any
interest in any firm, partnership, association or corporation,
the business operations of which in any manner, directly or
indirectly, compete with the trade or businesses of the
Corporation or any of its subsidiaries or affiliates, provided
that the Executive may beneficially own, directly or
indirectly, or exercise control or direction over, the voting
securities of a publicly traded company, on the condition that
the percentage of such securities owned, controlled or
directed by the Executive shall not exceed 5% of the voting
securities of the publicly traded company."
3. Paragraph 2(c)(1) of the Employment Agreement is hereby
amended to read as follows:
"(1) the Executive's resignation from the office of President
and Chief Executive Officer of the Corporation without the
Corporation's prior consent;"
4. Paragraph 2(e)(1) of the Employment Agreement is hereby
amended to read as follows:
"(1) except where such failure or change is specifically
approved by the Executive (whether as a member of the Board or
individually), failure to elect or reelect or to appoint or reappoint
the Executive to the office of President and Chief Executive Officer of
the Corporation, or any other material change by the Corporation of the
Executive's functions, duties or responsibilities which would cause the
ranking or level, dignity, responsibility, importance or scope of the
Executive's position with the Corporation to become of less dignity,
responsibility, importance or scope from the position and attributes
thereof described in Paragraph 1 above; provided, however, that the
Executive must first (i) provide the Board with written notice
specifying the particular failure of the Corporation under this
Paragraph 2(e)(1), and (ii) allow the Board 60 days from receipt of
notice to cure such failure;"
5. Effective as of January 1, 1997, Paragraph 3(b) of the
Employment Agreement is hereby amended to read as follows:
(b) Management by Objectives Bonus Plan. The Executive shall
participate at a 75% level in the Glenayre Management by Objectives
Bonus Plan, as in effect from time to time (the "MBO Plan"). The
Executive's level of participation in the MBO Plan may be increased
(but not decreased) from time to time as determined by the Board or its
Compensation Committee in its absolute discretion."
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6. The notice to the Corporation under Paragraph 11 of the
Employment Agreement shall be given to the Corporation as follows:
Glenayre Technologies, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Chairman of the Board
7. The Executive acknowledges and agrees that no event has occurred
prior to the date hereof which constitutes "Good Reason" (as defined in
Paragraph 2(e) of the Employment Agreement), including without limitation a
"Change in Control", as defined in Paragraph 2(e)(6) of the Employment
Agreement), which would entitle the Executive to terminate his employment under
the Employment Agreement and to be paid certain payments under Paragraph 2(f) of
the Employment Agreement.
8. Except as expressly amended hereby, the Employment
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
By: s/Xxxxx X. Arizzone
Title: Chairman
s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
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