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Exhibit 10.46
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 Xxxxx Xxxxxx, an individual (the "Employee").
RECITALS
The Company and the Employee are parties to that certain Employment
Agreement entered into as of December 17, 1998 (the "Employment Agreement"),
pursuant to which the Employee is employed as Vice President of Finance 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. Effective as of January 1, 2000, Section 3(c)(2) of the Employment
Agreement is amended in its entirety by deleting such section and substituting
the following:
"(2) ANNUAL COMPANY BONUS. Subject to subparagraph (F) below,
for each calendar year commencing with the year ending December 31,
2000, at the end of which year the Employee is employed by the Company:
(A) If the Net Income (as hereinafter defined) of the
Company for such year is an amount equal to the Company's target net
income as determined in the sole discretion of the Board (or the
Executive Committee) for such year (the "Target"), the Employee shall
be entitled to a bonus in an amount of $20,000. For purposes of this
Agreement, "Net Income" shall mean actual net income, as determined by
the Company in its sole discretion in accordance with GAAP.
(B) If the Net Income of the Company for such year is
more than the Target and less than 125% of the Target, the Employee
shall be entitled to a bonus as calculated below:
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B = $20,000. + [$20,000. x 2 x (NI - T)]
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T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the Net Income of the Company for such year.
(C) If the Net Income of the Company for such year is
equal to or greater than 125% of the Target, the Employee shall be
entitled to a bonus in an amount of $30,000.
(D) If the Net Income of the Company for such year is
greater than 75% of the Target but less than the Target, the Employee
shall be entitled to a bonus as calculated below:
B = $20,000. - [$20,000. x 4 x (T - NI)]
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T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the Net Income of the Company for such year.
(E) If the Net Income of the Company for such year is
equal to or less than 75% of the Target, the Employee shall not be
entitled to a bonus.
(F) for any calendar year regarding which the
Employee is entitled to a bonus under the foregoing provisions of this
clause (2) but during which year the Employee did not work the entire
calendar year, unless otherwise provided herein, the Employee shall be
entitled to a bonus equal to the product of the bonus, as calculated
under the foregoing provisions, multiplied by a fraction, the
numerator of which is the number of months during such calendar year
that the Employee was employed with the Company and the denominator of
which is twelve."
2. Except as expressly amended hereby, all of the terms and conditions
of the Employment Agreement shall continue in full force and effect.
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3. 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/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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