EXHIBIT 10.60
May 12, 2003
Xx. Xxxx X. Xxxxxxxxxx
Xxxxxxxxx 0
00000 Xxxxxx
Xxxxxxx
Dear Xxxx:
Pursuant to Paragraph 16 of the agreement dated September 19, 2001 between
Xxxxxxx Technology Company, Inc. (the "Company") and you (the "Agreement"), and
the Amendment dated February 14, 2003 between the Company and you (the
"Amendment"), the Agreement and Amendment are hereby changed, effective May 12,
2003, as follows:
The Amendment is cancelled effective May 12, 2003. Paragraph 8G of the Agreement
is changed by deleting that Paragraph in its entirety and inserting in its place
the following new Paragraph 8G:
G. Events. If any of the following described events occurs during the term of
your employment hereunder, you may terminate your employment hereunder by
written notice to the Company either prior to, or not more than six (6)
months after the happening of such event. In such event, your employment
hereunder will be terminated effective as of the later of ten (10) days
after the notice or ten (10) days after the event, and the Company shall
make to you the same payments that the Company would have been obligated
to make to you under Paragraph 8A hereof if the Company had terminated
your employment hereunder effective on such date, except that if either of
the events described under 8G(i) or 8G(iii) occurs and you terminate your
employment as provided above in the Paragraph 8G, you will receive all
payments as outlined in 8A(i), (ii), (iii) and (iv) and a severance
payment (in place of compensation that would have been paid during the
notice period in Paragraph 8A) in an amount equal to and totaling your
then annual base rate of compensation.
(i) Any merger or consolidation by the Company with or into any other
entity or any sale by the Company of substantially all of its
assets; provided, however, that such event shall not be deemed to
have occurred under this clause if consummation of the transaction
would result in at least fifty (50%) percent of the total voting
power represented by the voting securities of the Company
outstanding immediately after such transaction being beneficially
owned by holders of outstanding voting securities of the Company
immediately prior to the transaction.
(ii) Any change of the majority of the directors of the Company occurring
within any thirteen (13) month period.
(iii) The adoption by the Company of any plan of liquidation providing for
the distribution of all or substantially all of its assets.
(iv) A material diminution in your duties, or assignment to you of duties
that are materially inconsistent with your duties or that materially
impair your ability to function as the Vice President of Operations
of the Company if such diminution or assignment has not been cured
within thirty (30) days after written notice thereof has been given
by you to the Company.
All other sections of the Agreement shall remain in full force and effect as
originally agreed to.
XXXXXXX TECHNOLOGY COMPANY, INC.
By:
Xxxxxx X. Xxxxx
Its Chairman, President and CEO
AGREED TO AND ACCEPTED:
Xxxx X. Xxxxxxxxxx
