Exhibit 10.2
AMENDMENT 2 TO EMPLOYMENT AGREEMENT
Amendment 2 dated April 15, 2004 to Employment Agreement made and entered
into as of the 17th day of May 1999, and amended on June 13, 2002, by and
between Xxxxx Inc. and Xxxxxxx X. Xxxxxxxxx (the "Executive" ) (the "Employment
Agreement").
Article 5 - Subparagraph 5.2 (b) "Change in Control of the Company" - is
deleted and replaced with the following:
(b) "Change in Control of the Company" shall be deemed to have occurred if
any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act), other than Xxxxx X. Xxxxx personally (and specifically not his
estate or personal representatives), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing thirty-five percent (35%)
or more of the combined voting power of the Company's then outstanding
securities, without the Executive's consent.
Exhibit A - Paragraph (a) Salary - is deleted and replaced with the
following:
(a) Salary. The Company shall pay the Executive a base salary during the
Term, payable in accordance with the normal payment procedures of the Company,
subject to such withholdings and other normal employee deductions as may be
required by law, at the annual rate of not less than $655,000. The Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") shall review such compensation not less frequently than annually
during the Term, but any adjustment in Executive's salary may only be greater
than as previously set forth.
All other provisions of the Employment Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the parties hereto has dully executed this
Amendment effective as of the date first written above.
Xxxxx Inc.
By: /s/ Xxxxx Xxxxx
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Executive:
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
