FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is
entered into as of the 19th day of October, 1994, by and between TOP AIR
MANUFACTURING, INC., an Iowa corporation ("Employer"), and XXXXXX X. XXXX, a
resident of the State of Iowa ("Employee").
RECITALS:
A. Employer and Employee are parties to a certain Employment Agreement,
dated as of November 6, 1992 (the "Employment Agreement").
B. The Employment Agreement provides for the employment of Employee to
assume the responsibilities of President and Chief Operating Officer of
Employer, or such other senior management responsibilities as the Board of
Directors of Employer (the "Board") may prescribe, all on the terms and
conditions set forth in the Employment Agreement.
C. The parties desire to amend the Employment Agreement in certain
respects and to acknowledge certain actions previously taken by them related to
Employee's employment.
NOW THEREFORE, in consideration of the premises, the agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Employer and Employer agree as
follows:
1. The Employment Agreement is hereby amended by deleting paragraph
4(a) thereof in its entirety and substituting the following in lieu thereof:
(a) "He shall receive an initial fixed annual salary of
$52,500.00, payable semi-monthly. The Board may, by
appropriate Board action, increase, but not decrease,
Employee's fixed annual salary under this Agreement at any
time during the term of this Agreement."
2. The Employment Agreement is hereby further amended by deleting the
second sentence of paragraph 10(b) thereof in its entirety and substituting the
following in lieu thereof:
"In the event of a termination pursuant to this paragraph
10(b), Employee's compensation shall be paid on a prorated
basis through the effective date of termination, subject to
any rights of offset of Employer; and in addition, Employee
shall be paid a termination fee equal to 50% of Employee's
then current fixed annual salary under paragraph 4(a) hereof."
3. Employer and Employee acknowledge and agree that the Board has
increased Employee's fixed annual salary under the Employment Agreement on two
previous occasions, that Employee's fixed annual salary under the Employment
Agreement is currently $59,000.00, and that Employer and Employee have at all
times intended that such increases would not limit, terminate or modify any
provision of the Employment Agreement other than modify the fixed annual salary
of Employee under paragraph 4(a) of the Employment Agreement and modify the
amount of the termination payment under the second sentence of paragraph 10(b)
of the Employment Agreement.
4. As amended by this First Amendment, the Employment Agreement is
hereby ratified and affirmed and is in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the day and year first above written.
TOP AIR MANUFACTURING, INC.
By: /s/ S. Xxx Xxxxx
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S. Xxx Xxxxx, Chairman of the Board
"Employer"
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
"Employee"
