EXHIBIT 99.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") is made as of this 25th day of
November, 2003, between XxXxxx Corporation, a Delaware corporation (the
"Company"), and Xxxx P. Henckels of Upper Saddle River, New Jersey (the
"Executive").
WHEREAS the Executive and the Company have executed and delivered an
Amended and Restated Employment Agreement dated as of January 18, 2002 (the
"Agreement"), and wish to amend that Agreement as of this date;
WHEREAS the Executive has stated his intention to resign as an employee
and as a Director of the Company effective immediately.
Now, therefore, in consideration of the covenant and agreement
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Notwithstanding the provisions of the Agreement, including
without limitation Section 3.3 thereof, the Executive hereby resigns as an
employee of the Company effective as of the date hereof. The Company hereby
waives the sixty (60) day prior written notice of such a resignation that is
required by the Agreement and accepts such resignation effective as of the date
hereof. The Executive shall continue to be compensated through the remainder of
the Term as if his employment had not been terminated by his resignation. In
addition to the foregoing, the Executive hereby resigns as a member of the Board
of Directors of the Company effective as of the date hereof.
2. Section 2.3 of the Agreement is hereby amended by adding the
following language at the end thereof:
On the date hereof, to the extent that the exercise price of any of
such options held by the Executive is greater than the fair market
value of the Company's common stock on that date (such options with a
purchase price greater than the fair market value on such date
hereinafter referred to as the "Underwater Options"), the exercise date
for such Underwater Options is hereby extended to terminate on October
28, 2005 rather than 90 days from the date hereof. For purposes of
clarity, any stock option that has an exercise price that is below the
fair market value on this date shall continue to be exercisable for 90
days in accordance with the terms of the stock option agreements
pursuant to which those stock options were granted. To the extent that
the foregoing is inconsistent with any Stock Option Agreement between
the Company and the Executive, such agreements shall be deemed amended
by the foregoing.
In Witness Whereof, the parties hereto have executed this Amendment as
of the date first above written.
XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
EXECUTIVE:
/s/ Xxxx P. Henckels
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Xxxx P. Henckels
November 25, 2003
Board of Directors
XxXxxx Corporation
000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Gentlemen:
I hereby resign as a Director of XxXxxx Corporation, effective as of the close
of business on this date. It has been my pleasure to serve XxXxxx Corporation
for these many years, and I wish you the best of luck.
Very truly yours,
/s/ Xxxx P. Henckels
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Xxxx P. Henckels
