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Exhibit 10.43
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into as of December 27, 1999, between Xxxxxxxxx Industries, Inc., a Delaware
corporation (the "Company"), and Xxxx X. Xxxxxxx, an individual (the
"Employee").
RECITALS
The Company and the Employee are parties to that certain Employment
Agreement entered into as of May 18, 1995, as amended (the "Employment
Agreement"), pursuant to which the Employee is employed as an Executive Vice
President of the Company. The Company and the Employee desire to amend the
Employment Agreement on the terms and conditions set forth in this Amendment.
TERMS OF AGREEMENT
In consideration of the above recitals and the mutual promises herein
contained, the Company and the Employee hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended by adding
the following additional definitions:
The Company Target shall mean, with respect to any period,
the target net income of the Company for such period as determined in
the sole discretion of the Board (or the "Executive Committee").
The Division shall mean the Kellcad division of the Company,
as determined by the Board in its sole discretion.
The Division Target shall mean, with respect to any period,
the target net income of the Division, before taxes and corporate
overhead allocations, for such period as determined in the sole
discretion of the Board (or the "Executive Committee").
Divisional Net Income shall mean, with respect to any
period, the actual net income, before taxes and corporate overhead
allocations, of the Division for such period as determined by the
Company in its sole discretion.
Net Income shall mean, with respect to any period, actual
net income for such period as determined by the Company in its sole
discretion in accordance with GAAP.
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2. Section 3(a) of the Employment Agreement is hereby amended to
reflect that the Employee is employed as an Executive Vice President of the
Company.
3. Effective as of January 1, 2000, Section 3(b)(ii) of the Employment
Agreement is amended in its entirety by deleting such section and substituting
the following:
"(ii) ANNUAL BONUS. For each calendar year during the
Employment Period commencing with the year ending December 31, 2000, at
the end of which year the Employee is employed by the Company, the
Company shall be eligible to be paid a bonus, a portion of which shall
be computed based upon the Company's Net Income as compared to the
Company Target for such year (the "Company Bonus"), and a portion of
which shall be computed based upon Divisional Net Income as compared to
the Division Target for such year (the "Division Bonus"). The bonus
payable, if any, with respect to any calendar year shall be the sum of
the Company Bonus and the Division Bonus payable for such year.
(A) COMPANY BONUS. The Company Bonus, if any, payable
on account of any calendar year shall be computed as follows:
(i) if the Net Income of the Company for
such year is an amount equal to the Company Target for such year, the
Employee shall be entitled to a Company Bonus in the amount of $45,000.
(ii) if the Net Income of the Company for
such year is more than the Company Target and less than 125% of the
Company Target, the Employee shall be entitled to a Company Bonus as
calculated below:
CB = $45,000 + [$45,000 x 2 x (NI - CT)]
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CT
where:
CB = the Company Bonus earned in such year.
CT = the Company Target for such year.
NI = the Net Income of the Company for such year.
(iii) If the Net Income of the Company for
such year is equal to or greater than 125% of the Company Target, the
Employee shall be entitled to a Company Bonus in the amount of $67,500.
(iv) If the Net Income of the Company for
such year is greater than 75% of the Company Target but less than the
Company Target, the Employee shall be entitled to a Company Bonus as
calculated below:
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CB = $45,000 - [$45,000 x 4 x (CT - NI)]
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CT
where:
CB = the Company Bonus earned in such year.
CT = the Company Target for such year.
NI = the Net Income of the Company for such year.
(v) If the Net Income of the Company for
such year is equal to or less than 75% of the Company Target, the
Employee shall not be entitled to a Company Bonus.
(B) DIVISION BONUS. The Division Bonus, if any, payable on
account of any calendar year shall be computed as follows:
(i) if the Divisional Net Income for such
year is an amount equal to the Division Target for such year, the
Employee shall be entitled to a Division Bonus in the amount of
$45,000.
(ii) if the Divisional Net Income for such
year is more than the Division Target and less than 125% of the
Division Target, the Employee shall be entitled to a Division Bonus as
calculated below:
DB = $45,000 + [$45,000 x 2 x (NI - DT)]
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DT
where:
DB = the Division Bonus earned in such year.
DT = the Division Target for such year.
NI = Divisional Net Income for such year.
(iii) If the Divisional Net Income for such
year is equal to or greater than 125% of the Division Target, the
Employee shall be entitled to a Division Bonus in the amount of
$67,500.
(iv) If the Divisional Net Income for such
year is greater than 75% of the Division Target but less than the
Division Target, the Employee shall be entitled to a Division Bonus as
calculated below:
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DB = $45,000 - [$45,000 x 4 x (DT - NI)]
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DT
where:
DB = the Division Bonus earned in such year.
DT = the Division Target for such year.
NI = Divisional Net Income for such year.
(v) If the Divisional Net Income for such
year is equal to or less than 75% of the Division Target, the Employee
shall not be entitled to a Division Bonus."
4. Except as expressly amended hereby, all of the terms and conditions
of the Employment Agreement shall continue in full force and effect.
5. This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
XXXXXXXXX INDUSTRIES, INC.
By: /s/ W. Penny
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Name: W. Penny
Title: VP HR
EMPLOYEE
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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