AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
XXXXXXX TXEN CORPORATION
AND
XXXXXX X. XXXXXXXXX
Dated: June 1, 1998
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT, dated December 16,
1994, as amended August 29, 1997 (the "Employment Agreement"), is entered into
on this the 1st day of June, 1998, by XXXXXXX TXEN CORPORATION, formerly known
as XXXXXXX SELECT CORPORATION, a Delaware corporation and the wholly owned
subsidiary of NRC ("Xxxxxxx TXEN"), and Xxxxxx X. Xxxxxxxxx, ("Employee").
Unless otherwise defined, capitalized terms used herein shall have the meaning
ascribed to such terms in the Employment Agreement or Merger Agreement
(hereinafter defined).
W I T N E S S E T H:
WHEREAS, Xxxxxxx Research Corporation ("NRC"), XXXXXXX SELECT
CORPORATION ("Xxxxxxx Select"), a wholly owned subsidiary of NRC, TXEN, Inc.
("TXEN"), and the holders of all of the $0.002 par value Class A Common Stock of
TXEN (the "Shareholders") entered into and consummated an Agreement of Merger
dated as of August 27, 1997 (the "Merger Agreement") whereby TXEN merged with
and into Xxxxxxx Select with Xxxxxxx Select as the surviving corporation;
WHEREAS, Xxxxxxx Select changed its name to Xxxxxxx TXEN after the
merger;
WHEREAS, Employee entered into the Employment Agreement with TXEN which
has been assumed by Xxxxxxx TXEN; and
WHEREAS, Xxxxxxx TXEN, and Employee mutually desire to amend the
Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the undersigned parties do hereby amend the Employment Agreement as
follows:
1. Section 1(a) is hereby deleted in its entirety and a new
Section 1(a) is hereby substituted as follows:
Xxxxxxx TXEN agrees to employ the Employee, and the
Employee agrees to accept employment by Xxxxxxx TXEN
on a part-time basis averaging approximately 20 hours
per week beginning June 1, 1998, and ending January
31, 1999, at the hourly rate of Seventy-Five and
60/100 Dollars ($75.60), which shall be the
Employee's base salary. Effective February 1, 1999,
the Employee shall work on a part-time basis
averaging approximately ten (10) hours per week at an
hourly rate of Seventy-Nine and 08/100 Dollars
($79.08), which shall be the Employee's base salary.
2. Section 1(d) is hereby deleted in its entirety and a new
Section 1(d) is hereby substituted as follows:
Employee shall be employed in the position of
Chairman of the Board of Directors of Xxxxxxx TXEN
until such time as he is removed from that position
by death, resignation, or action of the Xxxxxxx TXEN
Board of Directors. Employee's duties shall include
the duties and responsibilities identified on
Schedule I-A attached hereto. The Employee shall
perform such other tasks and duties as may be
reasonably assigned by Xxxxxxx TXEN, from time to
time.
3. Section 5 entitled Fringe Benefits is hereby deleted in its
entirety and a new Section 5 is hereby substituted as follows:
Employee shall participate in any group health
insurance, vacation, and sick leave plans, and other
benefits available to part-time employees of Xxxxxxx
TXEN in accordance with their terms and conditions
which may be amended or terminated by Xxxxxxx TXEN at
any time. In addition, the Employee shall be allowed
to purchase the prevailing Blue Cross/Blue Shield
group coverage offered to full-time employees by
directly reimbursing the Company on a monthly basis
for the cost of the premiums therefor. Employee may
continue this purchase of health care coverage at the
applicable monthly insured rate until the plan
terminates or until the Employee attains age 65,
whichever occurs first. If the Employee's spouse is
younger than the Employee, then his spouse may
continue to purchase such insurance by paying to
Xxxxxxx TXEN the premium cost for individual coverage
until age 65 or until the plan terminates, whichever
occurs first. If group health insurance coverage with
Blue Cross/Blue Shield is terminated and group health
insurance coverage is placed with another insurer,
health maintenance organization (HMO), or other
provider of such coverage, the Employee and his
spouse shall be entitled to obtain health insurance
coverage by paying the premium cost therefor in the
same manner as permitted with respect to the Blue
Cross/Blue Shield plan, provided such insurer, HMO,
or other provider approves such participation by
Employee and/or his spouse.
Except as amended above, the Employment Agreement shall remain in full
force and effect according to its terms and conditions.
IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
Number Two to Employment Agreement on the date and year first above written.
XXXXXXX TXEN CORPORATION
By:Xxxx X. Xxxxxx
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XXXX X. XXXXXX
Its: Chief Executive Officer
Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Employee
