EXHIBIT 10.07(b)
THIS AMENDMENT NO. 2, made and entered into as of the 5th day of
December 1996, by and between PARK ELECTROCHEMICAL CORP., a New York
corporation (hereinafter called the "Company"), having an office at 0 Xxxxxx
Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000, and XXXXX XXXXX (hereinafter called
"Shore"), residing at Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxxxx, Xxx Xxxx
(the "Amendment").
WITNESSETH
WHEREAS, the Company and Shore have previously executed and delivered
an Amended and Restated Employment Agreement, dated as of February 28, 1994
(the "Original Agreement"), and an Amendment No. 1 thereto, dated as of
March 1, 1995 ("Amendment No. 1"), relating to the employment of Shore by
the Company; and
WHEREAS, the Company and Shore wish to modify certain of the terms and
conditions of the Original Agreement and Amendment No. 1 as hereinafter set
forth;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Paragraph (a) on Page 2 of Amendment No. 1 is hereby deleted in
its entirety, and the following is inserted in lieu thereof:
"(a) "Payment Date" shall mean the earliest of (1) the date
which is 30 days after the effective date of Shore's retirement
from full-time employment with the Company, (2) the date which
is 30 days after the date of Shore's death, (3) the date which
is 30 days after the date of Shore's "disability" (as defined in
the Original Agreement) or (4) the date which is 10 days after
the date of the Company's receipt of Shore's written request for
the payment to be made by the Company to Shore pursuant to
Section 1 of Amendment No. 1."
2. Entire Agreement. This Amendment and the Original Agreement and
Amendment No. 1 together constitute the entire agreement between the parties
with respect to the subject matter hereof, and may not be modified or
amended except by an instrument in writing signed by the parties hereto.
3. Successors and Assigns. This Amendment and all of its terms and
conditions shall be binding upon, and shall inure to the benefit of the
parties hereto and their respective heirs, legal representatives and
successors. This Amendment is personal and shall not be assignable by Shore
or the Company except that, in the event of any consolidation with or merger
into any other corporation by the Company or the sale or distribution of all
or a substantial part of the assets of the Company to another corporation,
the surviving or acquiring corporation shall assume this Amendment and
become obligated to perform all of the terms and conditions hereof and
Shore's obligations hereunder shall continue in favor of such corporation.
4. Notices. All notices and other communications required or
permitted to be given hereunder shall be given in accordance with Section 14
of the Original Agreement.
5. No Waiver. No waiver of any breach or default hereunder shall
be considered valid unless in writing and signed by the party giving such
waiver, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same or similar nature.
6. Governing Law. This Amendment shall in all respects be
construed and enforced in accordance with, and governed by, the laws of the
State of New York which would be applicable to contracts made and to be
performed in New York.
IN WITNESS WHEREOF, the parties hereunto have duly executed this
Amendment as of the date first above written.
PARK ELECTROCHEMICAL CORP.
By:
Xxxxx X. Xxxxx
President and Chief Executive Officer
By:
Xxxxx Xxxxx
APPROVED:
EXECUTIVE COMPENSATION COMMITTEE
Xxxxx Xxxxx
Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxx
[exh1007b]
