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EXHIBIT 10.5
AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT
BETWEEN
XXXXXXXX AND XXXXXXXX, INC.
AND
XXXXXXX X. XXXXXXXXXX
Effective: November 1, 1996
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XXXXXXXX AND XXXXXXXX, INC.
00000 XXXXX XXXXXXX XXXXXXXXXX, XXXXX 000
XXXXXX, XXXXX 00000
TELEPHONE: 000-0000
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AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT
BETWEEN
XXXXXXXX AND XXXXXXXX, INC.
AND
XXXXXXX X. XXXXXXXXXX
Effective: November 1, 1996
This Agreement made this 4th day of November, 1996, effective as of
November 1, 1996, by and between Xxxxxxxx and Xxxxxxxx, Inc., a Pennsylvania
corporation (the "Employer") and Xxxxxxx X. Xxxxxxxxxx ("Employee").
R E C I T A L S:
A. Employee and the Employer entered into an Employment Agreement
effective July 26, 1994.
B. Employee and the Employer amended the Employment Agreement effective
August 1, 1994.
C. Pursuant to the provisions of Paragraph 15 of the Employment Agreement
Employee and the Employer desire to amend the Employment Agreement
further.
NOW, THEREFORE, it is agreed that the Employment Agreement hereby is
amended, effective as of November 1, 1996 as follows:
1. Xxxxxxxxx 0X of the Employment Agreement is amended by
restatement in its entirety to read as follows:
C. STOCK OPTIONS. Employee will be granted options to
purchase 80,000 shares of the Employer's common stock, pursuant to the
terms of the Incentive Stock Option Agreement and the Nonqualified
Stock Option Agreement attached hereto as Exhibit A.
2. The Employment Agreement is hereby amended, effective as
November 1, 1996, to remove each reference therein to the term "LTI Plan".
3. Paragraphs 7, 8G, 9G and subsection (7) of the penultimate
paragraph of Paragraph 8 of the Employment Agreement are hereby amended by
deleting the reference therein to "July 31, 1999" and by substituting in place
of such date "December 31, 2001."
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Except as amended by this Amendment Number Two, the Employment
Agreement continues in full force and effect.
EFFECTIVE as of the day and year first above written.
EMPLOYEE: EMPLOYER:
XXXXXXXX AND XXXXXXXX, INC.
/s/ XXXXXXX X. XXXXXXXXXX By: /s/ XXXXXX 0. XXXXXXXX, SR.
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Xxxxxxx X. Xxxxxxxxxx Xxxxxx 0. Xxxxxxxx, Sr.,
Chairman of the Board
Date 11-4-96 Date 11-4-96
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ADDRESS: ADDRESS:
0000 Xxxxxxxxxxx Xxxxx 00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
AMENDMENT NUMBER TWO
EMPLOYMENT AGREEMENT -0- XXXXXXXXXX