Exhibit 10.6
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN XXXXXXX.XXX, INC. AND XXXXX XXXXXX
XXXXXXX.XXX, INC. (the "Company"), as successor to EGGHEAD, INC., and Xxxxx
Xxxxxx ("Executive") are parties to an EMPLOYMENT AGREEMENT (the "Agreement"),
dated and effective as of January 22, 1998, and amended as of June 30, 1999.
The Company and Executive now wish to further amend the Agreement as set forth
below, with amendments effective as of October 26, 1999. The Company and the
Executive agree and acknowledge the sufficiency of consideration for these
amendments based on the mutual benefits conferred.
A. Term of the Agreement
The Company and Executive mutually desire to continue Executive's
employment for a transition period following the anticipated Change of Control
of the Company. Executive and the Company therefore mutually agree to amend
Section 1.1 of the Agreement to read as follows:
This Agreement will extend from the Effective Date through January 3,
2000.
B. Salary
Executive and the Company desire that Executive's salary continue at its
current level for the remainder of the term of this Agreement. Executive and
the Company hereby mutually agree to amend Section 2.1 of the Agreement to read
as follows:
Until the Termination Date (as hereinafter defined), Executive will
continue to receive a gross salary not less than the gross salary
Executive was receiving as of October 26, 1999.
C. Termination Prior to the Term
The first sentence of Section 4.1(a)(i) is hereby amended to read as
follows: "In the event that Executive exercises his right under this
subsection, he shall provide written notice of his intent to terminate the
Agreement to the Chief Executive Officer of the Company or of the Company's
successor not less than five (5) days before the effective date of the
Termination."
D. Additional Benefits
Executive and the Company desire that Executive use his accrued vacation
and other leave during the remainder of the term of this Agreement. Executive
and the Company hereby mutually agree to amend Section 2.2 of the Agreement by
adding the following additional sentence:
Notwithstanding the foregoing, Executive shall use his accrued
vacation, which the parties hereby agree is currently at 162 hours,
and other leave prior to the Termination Date and shall not be paid
for any unused accrued vacation or other leave on or following the
Termination Date. Executive may use such accrued vacation and other
leave at any time or times he chooses prior to the Termination Date.
E. Duties of the Executive and Termination for Good Reason
The Executive and the Company continue to agree that the Company may modify
the Executive's status, duties and/or responsibilities under Section 3.1 of the
Agreement during the remaining term of his employment under the Agreement.
Executive and the Company mutually agree to amend the last sentence of
Subsection 4.1(b) of the Agreement to read as follows:
Executive's resignation at any time from November 4, 1999 through the
conclusion of the term of this Agreement, as amended herein, shall
also be deemed a termination for Good Reason, entitling Executive to
severance benefits described in Section 4.2 of the Agreement.
F. Confirmation
Except as expressly modified by this Amendment, all terms and conditions in
the Agreement as heretofore amended are hereby confirmed and remain in full
force and effect.
WHEREFORE, effective October 26, 1999, the undersigned parties accept and
agree to these amendments to the Agreement.
XXXXXXX.XXX, INC. XXXXX XXXXXX
By /s/ XXXXXX X. XXXXX /s/ XXXXX X. XXXXXX
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Its Chief Executive Officer
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