EXHIBIT 10.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT DATED AS OF JANUARY 27, 2005
BETWEEN
DLI HOLDING CORP.
AND
XXXXXXX X. XXXXXXX
This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of August 19, 2005, between DLI
HOLDING CORP., a Delaware corporation (the "Company") and Xxxxxxx X. Xxxxxxx
("Executive").
WHEREAS, the Company and the Executive entered into an employment
agreement, dated as of January 27, 2005 (the "Employment Agreement"); and
WHEREAS, the parties wish to amend the Employment Agreement as set forth
herein.
NOW, THEREFORE, the parties agree as follows (capitalized terms used and
not defined herein shall have the meanings set forth in the Employment
Agreement).
1. Section 2(a) of the Employment Agreement shall be amended to read as
follows:
TITLES AND DUTIES. During the Employment Period, Executive
shall serve as President and Chief Executive Officer of the Company
and Target, and in such other position or positions with the Company
or any of its subsidiaries consistent with the foregoing as the
Board of Directors of the Company (the "BOARD") may from time to
time specify. During the Employment Period, Executive shall report
directly to Board and shall have the duties, responsibilities and
obligations customarily assigned to individuals serving in the
position or positions in which Executive serves hereunder and such
other duties, responsibilities and obligations consistent with such
positions as the Board may from time to time specify. Executive
shall devote all of his business time to the services required of
him hereunder, except for authorized vacation time and reasonable
periods of absence due to sickness, personal injury or other
disability, and shall use good faith efforts to perform the duties
of his employment to the best of his ability, PROVIDED that
Executive may devote reasonable time to the participation in other
businesses or to act as a director of any other profit or nonprofit
corporation, so long as such activities are not competitive with,
and are not conducted with or for, directly or indirectly, any
entity
that is in competition with, the businesses of the Company or any of
its subsidiaries or any prospective businesses that the Company or
any of its subsidiaries is actively considering and such activities
do not interfere to any significant extent with Executive's
performance of his duties as a full-time executive of the Company or
any of its subsidiaries. Executive represents that his employment
hereunder and compliance by him with the terms and conditions of
this Agreement will not conflict with or result in the breach of any
other agreement to which he is a party or by which he may be bound.
2. All other provisions of the Employment Agreement shall remain in full
force and effect and shall not be deemed amended hereby.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and Executive has hereunto set his hand
as of the date and year first above written.
DLI HOLDING CORP.
By:
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President
and CFO
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Xxxxxxx X. Xxxxxxx
