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EXHIBIT 10.42
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum") is made and
entered into as of this 28th day of July, 1998, by an between Xxxxxxx Xxxxxxxxx,
an individual residing in the State of Connecticut (the "Employee"), and
Household Products, Inc., a Delaware corporation (the "Company").
WHEREAS, the Employee and the Company desire to amend the Employment
Agreement dated June 26, 1998 by and between the Employee and the Company (the
"Agreement") to modify certain terms thereof; and
WHEREAS, the Board of Directors of the Company has authorized and
approved the amendment to the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 5(c) of the Agreement shall be amended to provide as
follows:
(a) STOCK OPTIONS. During the Term of this Agreement, the
Employee shall be eligible to be granted options to acquire shares of Windmere
Common Stock under (and therefore subject to all terms and conditions of) the
Windmere stock option plans as then in effect, and all rules and regulations of
the Securities and Exchange Commission applicable to stock option plans. Such
options will contain such restrictions as required by the Board of Directors of
Windmere or the applicable committee of the Board charged with administration of
the stock option plan. The number of shares of Common Stock subject to the stock
options shall be adjusted for any subsequent stock splits, stock dividends or
similar recapitalizations of Windmere's Common Stock which result in an increase
or decrease of the number of shares of outstanding Common Stock of Windmere.
Except as set forth in Section 5(c)(i) and (ii) below, the number of options and
terms and conditions of options shall be determined in the sole discretion of
the Board, or applicable committee thereof, and shall be based on several
factors, including the performance of the Company.
(i) THREE-YEAR VESTING GRANT. Prior to August 31,
1998, Windmere shall grant to the Employee non-qualified options to
purchase 20,000 shares of Windmere's Common Stock. The options shall
become exercisable in equal portions on the first, second and third
anniversary of the date of grant if the Employee is then employed by
Company and expire on the fifth anniversary of the date of grant.
(ii) CLOSING DATE GRANT. Additionally, prior to
August 31, 1998, Windmere shall grant to the Employee non-qualified
options to purchase
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50,000 shares of Windmere's Common Stock. These Options shall become
exercisable in full on June 30, 2000 if the Employee is then employed
by Company and expire on the fifth anniversary of the date of grant.
2. All provisions of the Agreement, except as expressly amended by this
Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the Employee and the Company have executed this
Addendum as of the date first above written.
HOUSEHOLD PRODUCTS, INC.
By:
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Name:
Its:
EMPLOYEE
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