EXHIBIT 10.170
AMENDMENT NO. 1
This Amendment No. 1 dated March 3, 1999 is an Amendment No. 1 to that certain
agreement dated May 7, 1998, by and between Catalina Lighting, Inc., a Florida
corporation (the "Company") and Xxxxxx Xxxxx (the "Executive") (the
"Agreement").
A. Section 1 of the Agreement is deleted in its entirety and replaced by
the following Section 1:
1. TERM OF AGREEMENT
This Agreement shall be effective on April 1, 1998 (the
"Effective Date") and shall continue in effect through March
31, 2000 provided however, if a change in control of the
Company shall have occurred during the term of this Agreement,
this Agreement shall continue in effect until all payments, if
any, required to be made by the Company or otherwise to the
Executive under this Agreement shall have been paid in full.
B. The following provision shall be added as Section 8 to the Agreement:
8. Severance compensation when there is no change in control. In
the event there is no change in control as defined in Section
2(I) of the Agreement, and the Executive is terminated without
"cause" (as defined in Section 8 (iii) below), the Executive
shall be entitled to the following benefits:
(i) payment of an amount equal to the Executive's then
current annual salary, such amount to be paid in four
(4) equal quarterly payments;
(ii) the Executive shall not be entitled to receive this
severance amount if the Executive is terminated with
"cause";
(iii) "Cause" shall mean any action by the Executive or any
inaction by the Executive which is reasonably
believed by the Company to constitute:
(a) fraud, embezzlement, misappropriation,
dishonesty or breach of trust;
(b) a felony or moral turpitude;
(c) material breach or violation of any or all
of the covenants, agreements and obligations
of the Executive set forth in this
Agreement, other than as the result of the
Executive's death or Disability (as
hereinafter defined);
(d) a willful or knowing failure or refusal by
the Executive to perform any or all of his
material duties and responsibilities as an
officer of the Company, other than as the
result of the Executive's death or
Disability; or
(e) gross negligence by the Executive in the
performance of any or all of his material
duties and responsibilities as an officer of
the Company, other than as the result of the
Executive's death or disability; provided,
however, that in the event that the basis
for any termination of the Executive's
employment by the Company as set forth in
the Termination Notice (as hereinafter
defined) delivered by the Company to the
Employee is any or all of the definitions of
Cause set forth in Section 5.1(a)(iii) or
Section 5.1(a)(iv) of this Agreement, then,
in such event, the Employee shall have
thirty (30) days from and after the date of
his receipt of such Termination Notice to
cure the action or inaction specified
therein to the reasonable satisfaction of
the Company.
In witness whereof, the parties have signed this Amendment No. 1 to the
Agreement this 3rd day of March, 1999.
CATALINA LIGHTING, INC.
By: /s/ XXXXXX XXXXX
-------------------------
Xxxxxx Xxxxx
Chairman, President and
Chief Executive Officer
ACCEPTED AND AGREED:
By: /s/ XXXXXX XXXXX
-------------------------
Xxxxxx Xxxxx
