FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement of Amendment entered into as of the 12th day of June,
2000, by and between Brunswick Technologies, Inc. (hereinafter referred to as
the "Corporation") and Xxxxxx X. Xxxxxxx (hereinafter referred to as the
"Executive"), amends that certain Employment Agreement between the Corporation
and the Executive dated April 14, 2000 (the "Employment Agreement").
WHEREAS, this Agreement of Amendment has been entered into at the
request of CertainTeed Corporation and VA Acquisition Corporation incident to
that certain Merger Agreement between and among the Corporation, CertainTeed
Corporation and VA Acquisition Corporation dated this 12th day of June, 2000
(the "Merger Agreement").
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
FIRST: Section 1(b) of the Employment Agreement is hereby amended to
delete the second sentence thereof.
SECOND: Section 4(b) of the Employment Agreement is hereby amended to
delete the phrase to "stock option or" in the first sentence thereof and to add
at the end of that first sentence the following phrase:
"..., except for grants of options (or stock appreciation rights
or similar equity based incentive rights) under the Corporation's
stock option plans."
THIRD: Section 6(b) of the Agreement is amended by restating it in
its entirety as follows:
"(b) Nothing contained in this Paragraph 6 shall be deemed to prevent
or limit the right of Executive to invest in the capital stock or other
securities of any business dissimilar from that of the Corporation."
FOURTH: Section 6(c) of the Agreement is amended by restating it in
its entirety as follows:
"(c) In the event the Executive elects to terminate this Agreement at
any time and for any reason, or if the Executive's employment is terminated for
any reason during the first three years following a Change in Control, whether
Hostile or Non-Hostile, provided that no material default in any substantial
obligation owed by the Corporation, or any affiliate of the Corporation, to
Executive has occurred and has not been cured:
i. Executive expressly covenants, warrants and agrees
that he will not, for a period of three years following the
termination of his
employment, directly or indirectly, individually or as an
officer, director, shareholder, employee, consultant, adviser,
partner or co-venturer of or on behalf of anyone else, in
association with any person, entity, firm or corporation, engage
in any services for, or acquire any financial or beneficial
interest in, the operation of any business substantially similar
to the business engaged in by the Corporation on the date of his
termination, including without limitation thereof, the designing,
manufacturing, distributing, marketing or selling of woven
composite materials involving fiber glass or carbon fibers and
engineered reinforcement fabrics used in the fabrication of
composite materials, within any geographic area in which the
Corporation is then operating its business; provided however,
that this paragraph shall not be construed or interpreted so as
to prohibit Executive from passively investing in a publicly-held
company which may be engaged in such business activity so long as
Executive's investment therein does not exceed more than 4.9% of
such publicly-held company's outstanding debt or equity
securities.
ii. Executive further expressly covenants, warrants
and agrees that for the same period of time he shall not directly
or indirectly, nor in association with any person, entity, firm
or corporation (A) divert or attempt to divert any business of,
or any of the customers, suppliers or licensors of the
Corporation in any manner which would create or constitute a
breach under subsection (i) above, or (B) hire or attempt to hire
for any position or employment relating to any substantially
similar business as engaged in by the Corporation on his date of
termination, or encourage the resignation, of any employees of
the Corporation for any reason.
iii. The provisions of this Subsection 6(c) shall
survive the termination or expiration of this Agreement."
FIFTH: In consideration for these amendments to the Employment
Agreement, the Corporation will discharge and deliver to Executive, marked "Paid
in Full", a certain promissory note from Executive to Corporation in the face
amount of $125,000 dated March 22, 1999 which, as of May 31, 2000, had an
outstanding balance of principal and interest of $112,482.34, within three
business days following acceptance for payment by VA Acquisition Corporation of
at least that number of Shares of the Corporation as satisfies the Minimum
Condition, as defined in the Merger Agreement. Executive represents that such
note constitutes the aggregate price, calculated at the Corporation's normal
price to its distributors, of certain products of the Corporation purchased by
Executive.
SIXTH: Executive agrees to assign to the Corporation a pending
application for a thermoplastic process patent in the name of Executive.
Executive agrees to execute, at no additional charge to the Corporation, such
documents as the Corporation may reasonably request
to effect the conveyance of such property rights and to effect the assignment of
any related patent application(s) to the Corporation. In addition, Executive
shall cooperate with the Corporation and provide such reasonable assistance as
the Corporation may request in connection with the preparation and prosecution
of any such patent application(s), and the Corporation shall reimburse Executive
for all reasonable costs incurred by Executive in providing such assistance;
provided that any such cooperation and assistance (other than the execution of
documents to convey and assign such property rights to the Corporation) shall
constitute consulting services under paragraph Seventh below, for which
Executive shall be entitled to compensation to the extent provided in that
paragraph and which shall be subject to the provisions of that paragraph.
SEVENTH: Executive agrees that he will perform consulting services for
Compagnie de Saint-Gobain or any of its affiliates at its request during the
period of six months following any termination of Executive's employment by
Executive or by the Corporation (a) for up to a total of 45 days, without fee
but with reimbursement for all expenses; and (b) thereafter, for a fee of $1,000
per day (or any portion thereof), plus expenses. Neither Compagnie de Saint-
Gobain nor its affiliates shall be under any obligation to retain Executive to
perform any such services.
EIGHTH: Corporation and Executive recognize that the acceptance for
payment of the shares of the Corporation tendered pursuant to the offer
described in the Merger Agreement will constitute a Hostile Change in Control
under the Agreement, and that upon such acceptance the change in Executive's
reporting responsibilities will constitute Good Reason for Executive's
termination of his employment.
NINTH: These amendments shall become effective immediately, but shall
become null and void if the Merger Agreement is terminated in accordance with
its terms.
TENTH: In all other respects not inconsistent or in conflict with the
terms and provisions of this Agreement of Amendment, all other provisions of the
Employment Agreement are restated and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement of
Amendment as of the day and year first herein above written.
BRUNSWICK TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Title: Chief Financial Officer
Witness:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Xxxxxx X. Xxxxxxx
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