Exhibit 10.23
XXXXXXXX.XXX
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment") is made and
entered into as of this 1st day of August 2000 by and between XxXxxxxx.xxx (the
"Company") and Xxxxx X. Xxxx, Xx. ("Executive").
RECITALS
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A. On October 25, 1999 the parties executed that certain Executive
Employment Agreement (the "Agreement").
B. The parties desire to amend the Agreement and provide for certain
matters as set forth below.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Change of Control. Section 9 of the Agreement is hereby amended to delete
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Section 9(c) and replace it with the following:
(c) Severance. Executive shall be paid severance equal to one (1)
year's salary, as in effect immediately prior to the event giving rise
to the severance payment, in one lump sum upon: (i) the termination of
the employment of Executive without "cause"; or (ii) a "change in
control" of the Company. For purposes of this Agreement, "change in
control" means (a) any change of equity such that more than fifty
percent (50%) of the issued and outstanding shares of the Company are
transferred to a third party; (b) or debt ownership, including but not
limited to conversion rights of debt to equity of the Employer such
that more than fifty percent (50%) of the issued and outstanding
shares are transferred to a third party; or (c) a sale of
substantially all of Employer's assets. Such severance shall be paid
no later than fifteen (15) days from the date of the event giving rise
to the payment.
2. Continuation of Terms and Conditions. Except as amended hereby, all
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terms and conditions of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to Executive
Employment Agreement as of the date first set forth above.
THE COMPANY: XXXXXXXX.XXX
By:/s/ Xxxxxxx Xxxx, CEO
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EXECUTIVE: /s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
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