EXHIBIT 10.36
October 13, 1997
Xx. Xxxxxxx X. Xxxxx
19901 Xxxx Xxxxxxx Xxxx Xxxxx
Xxxxxxxx Xxx, Xxxxxxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Dear Sir:
Reference is made to an Employment Agreement ("Agreement") dated as of
January 1, 1995, as amended as of June 28, 1995, by and between you ("Employee")
and the undersigned ("Corporation").
This is to confirm our understanding and agreement as follows:
1. The Agreement is hereby amended in the following respects:
a. The Corporation shall have the right at any time during the
term of the Agreement to terminate the Agreement at its sole discretion and for
any reason whatsoever immediately upon the giving of 30 days' written notice of
such termination and specifying the effective time thereof; provided, however,
that if the Corporation shall not have terminated Employee prior to April 30,
1997 pursuant to this paragraph, Employee shall have the right at any time
during the term of the Agreement to terminate the Agreement at his sole
discretion upon the giving of 30 days written notice of such termination and
specifying the effective time thereof. Upon either of such terminations, the
Corporation shall pay to Employee a severance payment (the "Severance Payment")
of $75,000 payable in 12 monthly installments of $6,250 each, commencing on the
first day of the calendar month immediately following any such termination
(subject to all required withholding).
b. Paragraph 1 of the Agreement is deleted and in lieu thereof
Employee agrees to serve in such executive capacity as may be assigned to him
from time to time by the Board of Directors of the Corporation.
c. Paragraphs 4(ii), 6(b) and 9 of the Agreement are hereby
deleted in their entirety.
Xx. Xxxxxxx X. Xxxxx
October 13, 1997
Page 2
d. Notwithstanding anything contained in the fourth full
paragraph of Section 13(c) of the Agreement to the contrary, if the Agreement is
terminated by either the Corporation or Employee pursuant to paragraph 1(a)
hereof, and regardless of the payment of severance thereunder, from and after
such termination, the fourth full paragraph of Section 13(c) relating to "Non-
Competition" shall no longer apply to Employee; provided, however, that if
Employee engages in any activity that would have been violative of such portion
of Section 13(c) ("Competitive Activity"), then all remaining obligations of the
Corporation with respect to Severance Payment installments to be paid from and
after such Competitive Activity shall thereupon cease, and all rights of
Employee to the remainder of such Severance Payment shall be forfeited.
2. Except as provided in paragraph 1(d) in the event of any conflict
between the provisions of the Agreement and this letter, the provisions of this
letter shall prevail. Except as provided herein, the Agreement shall continue in
full force and effect without change or modification.
Very truly yours,
MAKO MARINE INTERNATIONAL, INC.
By:/s/ Xxxx X. Xxxx, Xx.,
Vice President/Secretary
AGREED:
/s/ Xxxxxxx X. Xxxxx
