EXHIBIT 10.6
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("AGREEMENT") dated as of August 15, 2001 by and
between AMIS Holdings, Inc., a Delaware corporation, (the "COMPANY") and
Xxxxxxxxx Xxxx ("EXECUTIVE") (certain capitalized terms used herein being
defined in Article 7).
WHEREAS, the Board desires to employ Executive in the positions and on
the terms and conditions set forth below, and the Executive desires to accept
such employment;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE 1
POSITION; TERM OF AGREEMENT
Section 1.01 Position. (a) On September 10, 2001 (the "EFFECTIVE
DATE"), Executive shall commence service as Chief Executive Officer of the
Company and as a member of the Board.
(b) As Chief Executive Officer, Executive shall have such duties
and authority, consistent with such position as shall be determined from time to
time by the Board.
(c) During the Employment Term Executive will devote substantially
all of Executive's business time to the performance of Executive's duties
hereunder and will not engage in any other business, profession or occupation
for compensation or otherwise which would conflict with the rendition of such
services either directly or indirectly, without the prior written consent of the
Board; provided that nothing herein shall be deemed to preclude Executive,
subject to the prior written consent of the Board, from serving on any business,
civic or charitable board, as long as such activities do not materially
interfere with the performance of Executive's duties hereunder.
Section 1.02 Term. Executive shall be employed by the Company for a
period commencing on the Effective Date and, subject to earlier termination or
extension as provided herein, ending on December 31, 2003 (the "EMPLOYMENT
TERM").
ARTICLE 2
COMPENSATION AND BENEFITS
Section 2.01 Base Salary. Starting on the Effective Date, the
Company shall pay Executive an annual base salary (the "BASE SALARY") at the
initial annual rate of $400,000, payable in equal monthly installments or
otherwise in accordance with the payroll and personnel practices of the Company
from time to time.
Section 2.02 Bonus. Subject to Executive's continued employment as
contemplated hereby, with respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible for an annual
bonus, with a target bonus opportunity of 50% of Base Salary and a maximum bonus
opportunity of 100% of Base Salary, based on attainment of such goals as the
Board and Executive may mutually determine.
Section 2.03 Employee Benefits. (a) Effective of August 30, 2001 and
during the Employment Term Executive shall be eligible for employee benefits
(including fringe benefits, vacation and health, accident and disability
insurance, and retirement plan participation) no less favorable in the aggregate
than those benefits made available generally to senior executives of the
Company.
Section 2.04 Business and Travel Expenses; Office. (a) Reasonable
travel, entertainment and other business expenses incurred by Executive in the
performance of Executive's duties hereunder shall be reimbursed by the Company
in accordance with Company policies as in effect from time to time.
(b) Executive's principal job location shall be at the Company's
headquarters in Pocatello, Idaho.
Section 2.05 Options. The Company shall grant to Executive (a) as of
September 10, 2001, options to purchase shares of Company common stock in an
amount that on a fully diluted basis would constitute 2.5% of the Company's
common stock as of the date hereof, at an exercise price per share equal to the
fair market value of a share of Company common stock on the date of grant and
(b) on each of the first, second and third anniversaries thereof, additional
options to purchase shares of Company common stock, each grant in an amount that
on a fully diluted basis would constitute .5% of the Company's common stock as
of the date hereof, at an exercise price, in each case, equal to the fair market
value of a share of Company common stock on the date of grant (collectively, the
"OPTIONS").
Subject to termination as provided herein, each such annual grant shall
become 25% vested on the first anniversary of such grant, and the balance shall
vest over the 3-year period following such anniversary at a monthly rate of
2.08%. All the Options shall have a 10 year term, become 100% vested upon a
2
Change in Control and shall terminate upon the Company's termination of
Executive's employment for Cause.
Section 2.06 Relocation Expenses. The Company shall reimburse
Executive for all documented relocation expenses reasonably incurred by
Executive in relocating Executive's residence to Pocatello, Idaho or the
surrounding area.
ARTICLE 3
CERTAIN TERMINATION BENEFITS
Section 3.01 Certain Events. (a) A "QUALIFYING EVENT" means the
involuntary termination of Executive's employment by the Company, including any
failure by the Company to cause the Employment Term under Section 1.02 hereof to
be extended past the date set forth therein, other than (x) for Cause or (y) by
reason of Executive's death or Disability.
(b) Each party hereto shall give to the other party 30 days prior
written notice of such party's intent to terminate Executive's employment with
the Company.
Section 3.02 Right to Certain Benefits. In the event of any
termination of employment during the Employment Term, Executive shall be
entitled to receive from the Company either the relevant Severance Benefits to
the extent and as described in Section 3.03 or the relevant Separation Benefits
to the extent and as described in Section 3.04, as the case may be.
Section 3.03 Benefits upon a Qualifying Event. Executive shall be
entitled to the following benefits (the "SEVERANCE BENEFITS") upon a Qualifying
Event:
(a) The Company shall pay Executive as soon as practicable a lump
sum, in cash, equal to (i) Executive's earned but unpaid Base Salary and other
vested but unpaid cash entitlements for the period through and including the
date of termination of Executive's employment, including unused earned vacation
pay and unreimbursed documented business expenses (collectively, "ACCRUED
COMPENSATION"). In addition, Executive shall be entitled to any other vested
benefits earned by Executive for the period through and including the date of
termination of Executive's employment under any other employee benefit plans and
arrangements maintained by the Company, in accordance with the terms of such
plans and arrangements, except as modified herein (collectively, "ACCRUED
BENEFITS").
(b) The Company shall pay Executive as soon as practicable a lump
sum cash payment in an amount equal to the Base Salary in effect immediately
prior to such Qualifying Event.
3
(c) The Options shall become 100% vested on the date of such
termination and shall be exercisable by Executive during the 12-month period
beginning on such date. The Company shall pay to Executive promptly after such
date a lump sum cash payment equal to the amount, if any, by which $4.2 million
exceeds an amount equal to the difference, which shall not be less than zero,
between the aggregate fair market value of the shares subject to the Options on
such date and the respective exercise prices thereof; provided, however, that to
extent any portion of such Option is exercised prior to such termination, such
difference shall be the difference between the exercise price and the fair
market value of the shares subject to such exercise on the date of such
termination.
Section 3.04 Separation Payments. (a) Upon termination of employment
other than upon a Qualifying Event, Executive shall be entitled to the benefits
set forth below (the "SEPARATION BENEFITS"):
(i) The Accrued Compensation;
(ii) The Accrued Benefits; and
(iii) Other than upon the Company's termination of
Executive's employment for Cause, Executive shall be entitled to
exercise, during the 12-month period beginning on the date of any such
termination of employment, the then vested portion of the Options;
provided, however, that if Executive's employment terminates by reason
of Executive's death or Disability the Company shall pay to Executive
promptly after such date or event a lump sum cash payment equal to the
amount, if any, by which $4.2 million exceeds an amount equal to the
difference, which shall not be less than zero, between the aggregate
fair market value of the shares subject to the Options on such date or
event, and the respective exercise prices thereof; provided, however,
that to extent any portion of such Option is exercised prior to such
termination, such difference shall be the difference between the
exercise price and the fair market value of the shares subject to such
exercise on the date of such termination.
ARTICLE 4
CERTAIN REIMBURSEMENT PAYMENTS
Section 4.01 In the event that Executive is required to pay
Executive's previous employer any amounts in respect of certain compensation
payments paid by such employer to Executive, the Company shall promptly
reimburse Executive, in an amount not to exceed $200,000, for any such amounts
actually repaid by Executive to Executive's previous Employer.
4
ARTICLE 5
SUCCESSORS AND ASSIGNMENTS
Section 5.01 Successors. Except in the event of a Change in Control,
this Agreement shall not be assignable by the Company without the written
consent of Executive. The Company will require any successor (whether by reason
of a Change in Control, direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform the obligations under this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.
Section 5.02 Assignment by Executive. This Agreement shall inure to
the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. If Executive should die or become disabled while any
amount is owed but unpaid to Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid to Executive's devisee, legatee, legal
guardian or other designee, or if there is no such designee, to Executive's
estate. Executive's rights hereunder shall not otherwise be assignable.
ARTICLE 6
MISCELLANEOUS
Section 6.01 Notices. Any notice required to be delivered hereunder
shall be in writing and shall be addressed
if to the Company, to:
AMIS Holdings, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Chief Financial Officer
Copies to:
Xxxxx Xxxx & Xxxxxxxx
0000 Xx Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxxx X. Xxxxxxxx
if to Executive, to Executive's last known address as reflected on the books and
records of the Company; or, in each case, to such other address as such party
may hereafter specify for the purpose by written notice to the other party
hereto. Any
5
such notice shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. in the place of receipt and such day is a
business day in the place of receipt. Otherwise, any such notice shall be deemed
not to have been received until the next succeeding business day in the place of
receipt.
Section 6.02 Dispute Resolution. (a) Except as provided in Section
6.15, each of Executive and the Company shall have the right and option to elect
(in lieu of litigation) to have any dispute or controversy arising under or in
connection with this Agreement settled by arbitration, conducted before a panel
of three arbitrators sitting in a location in Delaware, in accordance with the
rules of the American Arbitration Association then in effect. Executive's
election to arbitrate, as herein provided, and the decision of the arbitrators
in that proceeding, shall be binding on the Company and Executive. Judgment may
be entered on the award of the arbitrator in any court having jurisdiction.
(b) Each party shall pay its own expenses of such arbitration or
litigation and all common expenses of such arbitration or litigation shall be
borne equally by Executive and the Company. Each party to an arbitration or
litigation hereunder shall be responsible for the payment of its own attorneys'
fees.
Section 6.03 Unfunded Agreement. The obligations of the Company
under this Agreement represent an unsecured, unfunded promise to pay benefits to
Executive and/or Executive's beneficiaries, and shall not entitle Executive or
such beneficiaries to a preferential claim to any asset of the Company.
Section 6.04 Non-Exclusivity of Benefits. Unless specifically
provided herein, neither the provisions of this Agreement nor the benefits
provided hereunder shall reduce any amounts otherwise payable, or in any way
diminish Executive's rights as an employee of the Company, whether existing now
or hereafter, under any compensation and/or benefit plans (qualified or
nonqualified), programs, policies, or practices provided by the Company, for
which Executive may qualify; provided, however, that the Severance Benefits
shall be in lieu of any severance benefits under any such plans, programs,
policies or practices. Vested benefits or other amounts which Executive is
otherwise entitled to receive under any plan, policy, practice, or program of
the Company (i.e., including, but not limited to, vested benefits under any
qualified or nonqualified retirement plan), at or subsequent to the date of
termination of Executive's employment shall be payable in accordance with such
plan, policy, practice, or program except as expressly modified by this
Agreement.
Section 6.05 Employment Status. Nothing herein contained shall
interfere with the Company's right to terminate Executive's employment with the
Company at any time, with or without Cause, subject to the Company's obligation
to provide Severance Benefits or Separation Benefits, if any. Executive shall
also have the right to terminate Executive's employment with the Company at any
6
time without liability, subject only to the provisions hereof and Executive's
obligations hereunder.
Section 6.06 Mitigation. In no event shall Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement nor
shall the amount of any payment or benefit hereunder be reduced by any
compensation earned by Executive as a result of employment by another employer.
Section 6.07 Entire Agreement. This Agreement represents the entire
agreement between Executive and the Company and its affiliates with respect to
Executive's employment and/or severance rights, and supersedes all prior
discussions, negotiations, and agreements concerning such rights; provided,
however, that any amounts payable to Executive hereunder shall be reduced by any
amounts paid to Executive as required by any applicable local law in connection
with any termination of Executive's employment.
Section 6.08 Tax Withholding. Notwithstanding anything in this
Agreement to the contrary, the Company shall withhold from any amounts payable
under this Agreement all federal, state, city, or other taxes as are legally
required to be withheld.
Section 6.09 Waiver of Rights. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
continuing waiver or as a consent to or waiver of any subsequent breach hereof.
Section 6.10 Severability. In the event any provision of the
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision
had not been included.
Section 6.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to principles of conflict of laws.
Section 6.12 Counterparts. This Agreement may be signed in several
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were on the same instrument.
Section 6.13 Indemnification. The Company shall indemnify Executive
(and Executive's legal representatives or other successors) to the fullest
extent permitted by the Certificate of Incorporation and By-Laws of the Company
as in effect at such time or on the Effective Date, and Executive shall be
entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its directors and officers (and to the
extent the Company maintains such an insurance policy or policies, Executive
shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum
7
extent of the coverage available for any Company officer or director), against
all costs, charges and expenses whatsoever incurred or sustained by Executive or
Executive's legal representatives at the time such costs, charges and expenses
are incurred or sustained, in connection with any action, suit or proceeding to
which Executive (or Executive's legal representatives or other successors) may
be made a party by reason of Executive's being or having been a director,
officer or employee of the Company or any Subsidiary of the Company, or
Executive's serving or having served any other enterprise as a director,
officer, employee or fiduciary at the request of the Company.
Section 6.14 Nondisclosure, Nonsolicitation, Noncompete, and
Nondisparagement.
(a) (i) Executive shall not (except to the extent required by
an order of a court having competent jurisdiction or under subpoena from an
appropriate government agency) disclose to any third person, whether during or
subsequent to the Executive's employment with the Company, any trade secrets;
customer lists; provider lists; product development and related information;
marketing plans and related information; sales plans and related information;
premium or any other pricing information; operating policies and manuals;
research; payment rates; methodologies; contractual forms; business plans;
financial records; or other financial, commercial, business or technical
information related to the Company or any Subsidiary or Affiliate of the Company
unless such information has been previously disclosed to the public by the
Company or has become public knowledge other than by a breach of this Agreement;
provided, however, that this limitation shall not apply to any such disclosure
made while the Executive is employed by the Company, any Subsidiary or Affiliate
of the Company if such disclosure occurred in connection with the performance of
Executive's job as an employee of the Company, any Subsidiary or Affiliate of
the Company;
(ii) Executive agrees that upon termination of Executive's
employment with the Company for any reason, Executive will return to
the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or
therefrom, in any way relating to the business of the Company or its
Affiliates. Executive further agrees that Executive will not retain or
use for Executive's account at any time any trade names, trademark or
other proprietary business designation used or owned in connection with
the business of the Company or its Affiliates.
(b) (i) While employed by the Company and for one year after
the termination of the Employment Term, Executive shall not, directly or
indirectly, induce or attempt to induce any employee of the Company, or of any
Subsidiary or any Affiliate of the Company, to be employed or perform services
elsewhere;
8
(ii) While employed by the Company and for one year after
the termination of the Employment Term the Executive shall not,
directly or indirectly, solicit or attempt to solicit the trade of any
individual or entity which, at the time of such solicitation, is a
customer of the Company, or of any Subsidiary or Affiliate of the
Company, or which the Company, or any such Subsidiary or Affiliate is
undertaking reasonable steps to procure as a customer at the time of or
immediately preceding termination of employment; provided, however,
that this limitation shall only apply to any product or service which
is in competition with a product or service of the Company or any such
Subsidiary or Affiliate.
(c) Following the termination of the Executive's employment
hereunder with the Company, Executive shall provide assistance to and shall
cooperate with the Company and any Subsidiary or Affiliate of the Company, upon
its reasonable request and at the per diem rate of $1,100, with respect to
matters within the scope of the Executive's duties and responsibilities during
employment, provided that any reasonable out-of-pocket expenses incurred in
connection with any assistance Executive has been requested to provide under
this provision for items including, but not limited to transportation, meals,
lodging and telephone, shall be reimbursed by the Company. The Company agrees
and acknowledges that it shall, to the maximum extent possible under the then
prevailing circumstances, coordinate or cause a Subsidiary or Affiliate to
coordinate any such request with the Executive's other commitments and
responsibilities to minimize the degree to which such request interferes with
such commitments and responsibilities.
(d) Neither party will at any time (whether during or after
termination of Executive's employment with the Company) knowingly make any
statement, written or oral, or take any other action that would disparage or
otherwise harm the other party, its business or reputation or, in the case of
the Company, the reputation of any of its Affiliates or the officers and
directors of any of them.
Section 6.15 Material Inducement; Specific Performance.
(a) If any provision of Section 6.14 is determined by a court of
competent jurisdiction not to be enforceable in the manner set forth in this
Agreement, the Company and Executive agree that it is the intention of the
parties that such provision should be enforceable to the maximum extent possible
under applicable law and that such court shall reform such provision to make it
enforceable in accordance with the intent of the parties.
(b) Executive acknowledges that a material part of the inducement
for the Company to provide the compensation provided herein is Executive's
covenants set forth in Section 6.14 and that the covenants and obligations of
Executive with respect to nondisclosure and nonsolicitation relate to special,
unique and extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable injury for
which
9
adequate remedies are not available at law. Therefore, Executive agrees that, if
Executive shall materially breach any of those covenants during or following
termination of employment, the Company shall be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post a bond) restraining Executive from committing any violation of the
covenants and obligations contained in Section 6.14 and the Company shall have
no further obligation to pay Executive any benefits otherwise payable hereunder.
The remedies in the preceding sentence are cumulative and are in addition to any
other rights and remedies the Company may have at law or in equity as an
arbitrator (or court) shall reasonably determine.
Section 6.16 Employee Representation. The Executive expressly
represents and warrants to the Company that the Executive is not a party to any
contract or agreement and is not otherwise obligated in any way, and is not
subject to any rules or regulations, whether governmentally imposed or
otherwise, which will or may restrict in any way the Executive's ability to
fully perform the Executive's duties and responsibilities under this Agreement.
ARTICLE 7
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings set forth below.
"Accrued Benefits" has the meaning accorded such term in Section 3.03.
"Accrued Compensation" has the meaning accorded such term in Section
3.03.
"Affiliate" and "Associate" have the respective meanings accorded to
such terms in Rule 12b-2 under the Exchange Act.
"Agreement" has the meaning accorded such term in the introductory
paragraph of this Agreement.
"Base Salary" has the meaning accorded such term in Section 2.01.
"Beneficial Ownership." A Person shall be deemed the "Beneficial Owner"
of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3
under the Exchange Act.
"Board" means, the Board of Directors of the Company.
"Cause" means the occurrence of any one or more of the following:
(a) Executive's willful and continued failure substantially to
perform the duties of Executive's position as then in effect (other than as a
result of
10
incapacity due to physical or mental illness) which failure is not remedied
within fifteen business days of written notice from the Company;
(b) Executive's gross negligence or willful malfeasance in the
performance of Executive's duties hereunder as then in effect;
(c) Executive's breach of any of the covenants continued in
Section 6.14; or
(d) Executive's commission of an act constituting fraud,
embezzlement, or any other act constituting a felony.
For purposes of this definition, no act or failure to act shall be
deemed "willful" unless effected by Executive not in good faith and without
reasonable belief that such action or failure to act was in the best interests
of the Company.
"Change in Control" means has the meaning accorded such term in the
Company's 2000 Equity Incentive Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Disability" means Long-Term Disability, as such term is defined in the
Disability Plan.
"Disability Plan" means the long-term disability plan (or any successor
disability and/or survivorship plan adopted by the Company) in which Executive
participates, as in effect immediately prior to the relevant event (subject to
changes in coverage levels applicable to all employees generally covered by such
Plan).
"Effective Date" has the meaning accorded such term in Section 1.01.
"Employment Term" has the meaning accorded such term in Section 1.02.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Executive" has the meaning accorded such term in the introductory
paragraph of this Agreement.
"Options" has the meaning accorded such term in Section 2.06.
"Person" means an individual, corporation, partnership, association,
trust or any other entity or organization.
"Qualifying Event" has the meaning accorded such term in Section 3.01.
"Separation Benefits" has the meaning accorded such term in Section
3.04.
11
"Severance Benefits" has the meaning accorded such term in Section
3.03.
"Subsidiary" of any Person means any other Person of which securities
or other ownership interests having voting power to elect a majority of the
board of directors or other Persons performing similar functions are at the time
directly or indirectly owned by such Person.
12
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement, to be effective as of the day and year first written above.
AMIS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
/s/ Xxxxxxxxx Xxxx
--------------------------------------
Xxxxxxxxx Xxxx
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT dated as of January 17, 2003 (this "AMENDMENT") to the
Employment Agreement ("AGREEMENT") by and between AMIS Holdings, Inc., a
Delaware corporation (the "COMPANY") and Xxxxxxxxx Xxxx ("EXECUTIVE") (certain
capitalized terms used herein being defined in Article 7).
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of August 15, 2001 (the "EMPLOYMENT AGREEMENT");
WHEREAS, the Board and Executive desire to extend the term of
Executive's employment in the positions and on the terms and conditions set
forth in this Amendment and in the Employment Agreement;
NOW THEREFORE the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Employment
Agreement has the meaning assigned to such term in the Employment Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Employment Agreement shall, after this Amendment
becomes effective, refer to the Employment Agreement as amended hereby
Section 2. Amendment To Section 1.02. Section 1.02 of the Employment
Agreement is hereby amended in its entirety to read as follows:
Section 1.02 Term. Executive shall be employed by the Company
for a period commencing on the Effective Date and, subject to earlier
termination or extension as provided herein, ending on December 31,
2005 (the "EMPLOYMENT TERM").
Section 3. Amendment To Section 2.01. Section 2.01 of the Employment
Agreement is hereby by inserting the following sentence at the end thereof:
The Board shall review Executive's Base Salary annually for
possible increases in the sole discretion of the Board.
Section 4. Amendment To Section 3.01. Section 3.01(a) of the
Employment Agreement is hereby amended in its entirety to read as follows:
(a) A "Qualifying Event" means the involuntary
termination of Executive's employment by the Company, including any
termination as a result of the failure by the Company to cause the
Employment Term under
Section 1.02 hereof to be extended past the date set forth therein,
other than (x) for Cause or (y) by reason of Executive's death or
Disability.
Section 5. Amendment To Section 3.03. Section 3.03(b) of the
Employment Agreement is hereby amended in its entirety to read as follows:
(b) Unless such Qualifying Event is the failure by the
Company to cause the Employment Term under Section 1.02 hereof to be
extended past the date set forth therein (in which case no amounts
shall be payable pursuant to this clause (b)), the Company shall pay
Executive as soon as practicable a lump sum cash payment in an amount
equal to the Base Salary in effect immediately prior to such Qualifying
Event.
Section 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California.
Section 7. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
AMIS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
/s/ Xxxxxxxxx Xxxx
------------------------------------
Xxxxxxxxx Xxxx