EXHIBIT 10.21
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into this 8th day of March, 2004 and is
effective as of the 16th day of April, 2004, ("Effective Date"), by and between
ELCOM INTERNATIONAL, INC. (the "Company"), and Xxxxxx X. Xxxxxxx ("Executive").
RECITALS
WHEREAS, Executive and the Company entered into an Amended and Restated
Employment Agreement, dated as of June 22, 2002 (the "Employment Agreement");
and
WHEREAS, due to Executive's various past voluntary suspensions and
deferrals of cash salary owed to Executive by the Company under the Employment
Agreement whereby Executive was entitled to an annual Base Salary of $525,000,
Executive and the Compensation Committee of the Board of Directors desire to
modify the Employment Agreement to change Executive's Base Salary and clarify
certain obligations of the Company.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Amendment and other good and valuable consideration, the receipt and adequacy of
which is acknowledged by this Amendment, the parties hereto agree as follows:
1. Capitalized terms not otherwise defined in this Amendment have the
meanings assigned to them in the Employment Agreement.
2. Section 3 of the Employment Agreement is deleted in its entirety and
replaced with the following:
"3. Base Salary. During the Term of this Agreement, the Company will
pay Executive a base salary of $364,000, less applicable payroll taxes,
withholdings and deductions (the "Base Salary"), in the manner that the
Company normally pays its executives. The Board of Directors of the
Company or any duly authorized Committee thereof may, in its sole
discretion, adjust Executive's salary. Notwithstanding the foregoing, in
no event may the Board of Directors or any duly authorized Committee
thereof adjust Executive's salary below the Base Salary amount without
Executive's written consent. If Executive voluntarily elects to take a
temporary or other pay decrease in order to assist the Company, the
decrease will not be considered a decrease in Base Salary for purposes of
this Agreement. On a quarterly basis, within the first one hundred and
twenty (120) days of the fiscal year, the Compensation Committee will
review Executive's operational and tactical performance in his duties and
responsibilities under this Agreement and other relevant factors to
evaluate Executive's impact on the profitability and planned future growth
of the Company during the preceding fiscal year. The Compensation
Committee may, in its sole discretion, award Executive a quarterly cash
bonus based on the evaluation of Executive's impact on the achievements of
the Company during any fiscal quarter (the "Quarterly Bonus").
Notwithstanding the foregoing, the aggregate dollar amount of the
Quarterly Bonuses awarded to Executive in one fiscal year shall not exceed
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
$150,000. If the Compensation Committee awards Executive a Quarterly
Bonus, the Company will pay Executive the awarded Quarterly Bonus within
ten (10) business days of the Compensation Committee's determination to
award the Quarterly Bonus. Solely for purposes of Section 7 of this
Agreement, Base Salary means an amount equal to the Base Salary plus the
maximum amount awardable to Executive by the Compensation Committee by way
of an Annual Bonus."
3. Except as expressly provided in this Amendment, all of the terms and
conditions of the Employment Agreement remain in full force and effect.
4. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
ELCOM INTERNATIONAL, INC.
"Company"
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
Vice Chairman of the Board of
Directors and Chairman of the
Compensation Committee of the
Board of Directors
"Executive
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
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