FIRST AMENDMENT TO EMPLOYMENT AND
NONCOMPETITION AGREEMENT - XXXXXXXX
This First Amendment (this "Amendment") to Employment and Noncompetition
Agreement - Xxxxxxxx made and effective as of the 15th day of April, 1998, among
THERMO-TILT WINDOW COMPANY, a Delaware corporation (the "Company") and Xxxxxx X.
Xxxxxxxx ("Employee").
WITNESSETH:
WHEREAS the Company and Employee entered into that certain Employment and
Noncompetition Agreement - Xxxxxxxx, dated as of January 19, 1998 (the
"Employment Agreement"), whereby Employee, among other things agreed to serve as
President of Thermo-Tilt; and
WHEREAS under the Employment Agreement both the Company and Employee desire
to amend the Employment Agreement whereby Employee will cease to serve as
President of the Company and instead will serve as Vice President - Finance and
Administration of the Company in accordance with the terms of the Employment
Agreement, as amended;
NOW THEREFORE in consideration of the above recitals and the mutual
agreements herein contained and for other good and valuable consideration, the
parties hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended to read in its
entirety as follows:
SECTION 1. EMPLOYMENT.
Subject to the terms hereof, Company hereby agrees to employ Employee, and
Employee hereby accepts such employment as Vice President - Finance and
Administration. Employee shall serve the Company during the Term (as defined in
Section 2.1) of this Agreement, subject to the direction of the Company's Board
of Directors. As Vice President - Finance and Administration, Employee shall
devote his best efforts and such business time as may be necessary or
appropriate on behalf of the Company:
(i) To conduct general and active management of the business of the
Company subject to the direction of the President and the Board of Directors.
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(ii) To assist the Company in evaluating potential corporate
opportunities, including merger and acquisition structuring, negotiation and
closing services.
(iii) To provide the Company with a variety of general business
analyses, marketing and management services.
(iv) To conduct such other duties as the Board of Directors may
prescribe from time to time.
2. Other than is set forth in this Amendment, all the terms, conditions,
rights, duties, responsibilities and obligations set forth in the Employment
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company has executed this Amendment by its duly
authorized corporate officer as of the date set forth above.
"Company"
THERMO-TILT WINDOW COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
Chairman of the Board, President
and Chief Executive Officer
Accepted by:
"Employee"
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXX
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