1
Ex - 10.46
AMENDMENTS TO EMPLOYMENT
AGREEMENT made as of the 22nd day of July, 1996, between MBf USA, a
Maryland corporation, having an office at 000 Xxxx Xxxxxxxxx, Xxxxxx, XX 00000
(the "Corporation") and XXXXXX X. XXXXXXX, an employee of the Corporation, with
Social Security Number ###-##-#### (the "Executive").
W I T N E S S E T H:
WHEREAS, the Corporation and the Executive entered into an Employment
Agreement ("Employment Agreement") dated April 1, 1994, pursuant to which the
Executive was employed as the President of MBf USA Inc., and American Health
Products Corporation, a wholly-owned subsidiary of the Corporation, and
WHEREAS, the Prior Employment Agreement remains in effect except where
the following paragraphs replace the same numbered paragraphs found in the
"Employment Agreement".
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants contained herein, the parties hereby agree to
the following paragraphs to be substituted and therefore is amended as herein
provided.
12. Termination and Resignation.
(b)(i) Thirty (30) days prior written notice from the Executive
to the Corporation that the Executive elects to terminate this Agreement by
resignation as of the date specified in the written notice.
13. Effect of Termination and Resignation.
(a) In the event that this Agreement is terminated by the
Corporation or the Executive resigns pursuant to 12.(b)(i), Executive shall be
entitled to receive at the end of each month, commencing with the first month
beginning after the effective date of such termination or resignation, an
amount equal to the sum of his monthly base salary in effect at the time of
termination or resignation and the monthly automobile allowance set forth in
the Paragraph 5(c) for a period of six (6) months. In addition, the Corporation
shall continue to provide to Executive during such six (6) month period (i)
medical insurance and (ii) other additional benefits such as employee and
company participation in the 40lK plan, vacation pay in effect at the same time
of termination or resignation, and to which Executive was entitled hereunder.
In the event Executive is terminated without cause or resigns, Executive will
have ninety (90) days, at the end of this six (6) month severance period,
within which to exercise his stock options he would have been eligible.
21. Governing Law.
This Agreement constitutes the entire agreement between the
parties and shall be governed by and construed in accordance with the laws of
the State of Illinois applicable to agreements made and to be performed solely
within such State.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MBf USA INC.
By: /s/ XXX XXXX SEWN /s/ XXXXXX X. XXXXXXX
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XXX XXXX SEWN XXXXXX X. XXXXXXX
CHAIRMAN EXECUTIVE
22nd July 1996 July 22, 1996
