FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fourth Amendment is entered into
effective January 1, 1996, between MLX CORP., a Georgia
corporation("MLX"), and XXXXX X. XXXXX ("Esher").
WHEREAS, MLX and Esher entered into that certain
Employment Agreement, effective as of February 10, 1991, that
certain First Amendment to the Employment Agreement, effective as
of March 27, 1993, that certain Second Amendment to the
Employment Agreement, effective as of January 1, 1994, and that
certain Third Amendment to the Employment Agreement, effective as
of January 1, 1995 (as amended, the "Agreement"); and
WHEREAS, MLX and Esher desire to continue the
employment relationship;
THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Esher and MLX hereby agree to extend the term of the Agreement
through December 31, 1996, and to amend it as follows:
1. Amendment to Section 2. Section 2 of the
Agreement is hereby amended to reflect the extension of the term
of the Agreement through December 31, 1996, by deleting the
reference to December 31, 1995, and substituting "December 31,
1996" in lieu thereof.
2. Amendments of Section 3. Section 3.B of
the Agreement is hereby amended by deleting the number "125,000"
and substituting in lieu thereof the number "12,000."
Section 3.C. of the Agreement is hereby
deleted in its entirety.
Section 3.F. of the Agreement is hereby
amended by deleting subclauses (i) and (ii) thereof and adding
new subclauses (i) and (ii) as follows:
"(i) if at any time during the term of this
Agreement, MLX purchases or receives by transfer or conveyance
all or substantially all of the capital stock of, or all or
substantially all of the assets of, a corporation, partnership or
other business entity to operate as a subsidiary (any such event
being referred to herein as the "Acquisition"), and the
Acquisition directly results in an increase in the duties and
responsibilities of Esher, then anything in this Agreement to the
contrary notwithstanding, the amount of Esher's base salary for
the remainder of the term of this Agreement, commencing
immediately upon the Acquisition, shall be subject to an increase
commensurate with Esher's additional duties and responsibilities
as shall be negotiated and agreed upon by Esher and the
Compensation Committee of MLX.
(ii) In the event of an Acquisition, the
Compensation Committee of MLX will consider implementing an
annual bonus payable to Esher, any such bonus to be calculated on
a pro-rata basis commencing immediately upon the Acquisition,
the implementation of any such bonus to be negotiated with and
agreed upon by Esher."
3. Entire Agreement. Except as
provided herein, all terms and conditions of the Agreement shall
remain in full force and effect.
4. Governing Law. This Amendment has
been executed and delivered in the State of Georgia, and the
validity and effect of this Amendment shall be governed by and
construed and enforced in accordance with the laws of the State
of Georgia.
5. Counterparts. This Amendment may
be executed in one or more counterparts, each of which shall for
all purposes be deemed an original, and all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have
executed this Fourth Amendment effective as of the day and year
first above written.
MLX CORP.
By: ________________________
Xxxxxx X. Xxxxxxxx
______________________________
Xxxxx X. Xxxxx
