Exhibit 10.1
FIRST AMENDMENT
TO
EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT
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WHEREAS, Lante Corporation, a Delaware corporation (the "Company") and Xxxx
X. Xxxxx ("Executive") desire to amend the Employment, Confidentiality and
Noncompete Agreement previously entered into between them as of June 17, 1999
(the "Employment Agreement"),
NOW, THEREFORE, the Company and Executive agrees as follows, effective as
of June 1, 2001:
1. Duties. Notwithstanding the provisions of Sections 2a and 2b of the
Employment Agreement, Executive shall be required to devote only so much
time as he determines in good faith to be necessary and appropriate to
diligently perform his duties as the Chairman of the Company's Board of
Directors (the "Board") or such other position or duties as the Board may
determine in accordance with the remainder of Section 2a of the Employment
Agreement.
2. Base Salary and Bonus. Executive's current Base Salary (as defined in the
Employment Agreement) shall be reduced to $180,000 per annum. Executive
shall continue to be eligible to be awarded a bonus by the Board in its
sole discretion in accordance with Section 3c of the Employment Agreement.
3. Benefits. Executive shall continue to be entitled to participate in all of
the Company's employee benefit programs for which senior executive
employees of the Company are generally eligible to participate. Without
limiting the foregoing, Executive shall be entitled to participate in the
Company's 401(k) plan, shall be entitled to receive family medical, dental
and vision insurance on the same basis as full time executives, and shall
be entitled to be reimbursed for the cost of an annual executive complete
health examination.
4. Expense Reimbursement. To the extent not otherwise reimbursable under such
Section 3b of the Employment Agreement, Executive shall be reimbursed for
all reasonable expenses incurred in connection with attendance at
conferences, association fees and subscriptions to periodicals, in each
case relating to the business of the Company or the businesses in which the
Company is or anticipates being engaged or related businesses and airport
clubs and prepaid travel cards on a basis consistent with past practices.
5. Offices and Administrative Assistant. Executive shall be provided with the
exclusive services of his current Administrative Assistant or a successor
thereto reasonably acceptable to Executive, who shall receive a
compensation package commensurate with the packages provided to
administrative assistants to the Company's senior executives. Executive
shall be provided with his current office facilities or alternative
facilities reasonably acceptable to Executive, which shall include an
office for Executive, an office
for Executive's Administrative Assistant, an executive conference room and
a parking space.
6. Home Office Equipment and Services. The Company shall reimburse Executive
for all reasonable expenses incurred from time to time to acquire, upgrade
or replace home office equipment and services in connection with
Executive's home office including a computer, printer and monitor, a video
conferencing facility, internet connection, telephone lines and a cellular
phone.
7. Termination. In the event of termination of Executive's employment for any
reason other than by the Company for Cause (as defined in Section 4d of the
Employment Agreement), Executive shall continue to be entitled to all
benefits and payments set forth in paragraphs 3 through 6 above through the
fifth anniversary of his Termination Date (as defined in Section 4b of the
Employment Agreement); provided, however, that, (i) in lieu of the 401(k)
benefit under paragraph 3, the Company shall pay Executive the cash
equivalent thereof, (ii) if the Company elects not to provide the insurance
coverage described in paragraph 3 above, it shall pay Executive such amount
which, after payment of taxes thereon, is sufficient to enable Executive to
purchase substantially equivalent insurance coverage, and (iii) Executive
has not breached his obligations, if any, pursuant to Sections 8 and 9 of
the Employment Agreement.
8. Noncompetition. In the event that the Company makes an election in
accordance with Section 4c of the Employment Agreement, the Severance
Amount (as defined therein) per annum shall not be less than the greater of
$360,000 or the salary and bonus paid to Executive in the calendar year
preceding his termination of employment.
The Company and Executive further agree that, except as modified by this
First Amendment, the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
on the date first above written.
LANTE CORPORATION
By: / s / C. Xxxx Xxxxxxx
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Its: President & CEO
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/ s / Xxxx X. Xxxxx
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Xxxx X. Xxxxx
