EXHIBIT 10.208.2
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is entered into as of
January 15, 2004 (the "Effective Date"), between Xxxxxx Communications
Corporation, a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx (the
"Executive"). This instrument amends the Employment Agreement dated October 16,
1999 between the Company and the Executive, as amended by the Amendment to
Employment Agreement dated as of December 16, 2002 (as in effect prior to the
execution of this instrument, the "Agreement"). Capitalized terms used and not
otherwise defined herein have the respective meanings assigned thereto in the
Agreement.
1. The Company and the Executive agree that, pursuant to Paragraph 4(a)
of the Agreement, the date on which the annual 10% increase to the Executive's
Base Salary is effective shall be changed from October 16th to the following
January 1st of each year, and in lieu of such two and one half month delay, the
Executive's Base Salary shall be rounded to $880,000 per annum effective January
1, 2004.
2. The Company and the Executive agree that Paragraph 4(b) of the
Agreement is hereby amended and restated in its entirety as follows:
"Executive shall be entitled to earn an annual bonus, based upon Xxxxxx
Group performance and the Executive's individual performance, in the
amount and on the terms described below:
"Total Annual Bonus Target" for Executive in any fiscal year
shall be 100% of Executive's Base Salary then in effect, as
follows:
(A) 35% of the Total Annual Bonus Target for
Executive may be earned as an "Individual Performance
Bonus Award"; and
(B) 65% of the Total Annual Bonus Target for
Executive may be earned as a "Xxxxxx Group
Performance Bonus Award".
"Individual Performance Bonus Award" - Executive shall be
entitled to such award, if, in the opinion of the
non-management members of the Board of Directors of Xxxxxx,
Executive has, satisfactorily performed the tasks associated
with the position of Chairman and Chief Executive Officer of
the Company (which may include, among other things, having
remained within budget for such fiscal year).
"Xxxxxx Group Performance Bonus Award" - Executive shall be
entitled to such award, if the Company achieves the financial
performance goals (revenues, cash flow, earnings, etc.)
established by the Compensation Committee of the Board of
Directors of the Company for the award of bonuses to other
senior management of the Company.
The Individual Performance Bonus Award and Xxxxxx
Group Performance Bonus Award (collectively the "Total Annual
Bonus Award") shall be payable during the first six (6) months
of each fiscal year following each fiscal year during the term
of the Agreement in which the Total Annual Bonus Award is
earned and shall be prorated during any partial year of
employment covered hereby. For example, a bonus if any, for
six (6) months of employment in 2004 would be payable during
the first six (6) months of 2005 and determined using 2004
financial goals and would be equal to one-half (1/2) of the
Total Annual Bonus Award for such year (e.g. 1/2 of the
Individual Performance Bonus and the Xxxxxx Group Performance
Bonus, each as may have been earned). Notwithstanding anything
to the contrary contained herein, the Annual Bonus described
hereunder shall be effective for fiscal year 2004 (payable in
the first six months of 2005) and the Annual Bonus terms
effective for Executive for fiscal year 2003 (payable in the
first six months of 2004), as set forth in any superceded
employment agreement or other arrangement, shall remain
effective and are hereby incorporated herein in their
entirety."
Except as amended by this instrument, the Agreement shall remain in
full force and effect and all other terms and conditions of the Agreement remain
the same.
IN WITNESS WHEREOF, the Company and the Executive have executed this
instrument as of the Effective Date.
COMPANY:
XXXXXX COMMUNICATIONS CORPORATION
By__________________________
Name: Xxxx X. Xxxxxxx
Title: President and Chief Operating Officer
EXECUTIVE:
-----------------------------
Xxxxxx X. Xxxxxx
Page 2
