EXHIBIT 10.8
XXXXXXX & XXXXXX CORPORATION
000 XXXXXXXXX XXXXXXX
XXXX, XX 00000
July 28, 2003
Xx. Xxxxxxx X. Xxxxxxx
President, International Plastics
Xxxxxxx & Xxxxxx
Global Headquarters
000 Xxxxxxxxxx Xxx.
Xxxx, XX 00000
RE: AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter addresses Paragraphs 4 and 3(B) of your Employment
Agreement with Xxxxxxx & Xxxxxx Corporation (the "Company"), dated July 28,
2003, or in an existing Option Agreement. When this letter has been approved by
the Compensation Committee and signed by you, it will amend your Employment
Agreement, effective as of the date it is signed by a member of the Compensation
Committee.
The terms of your Employment Agreement, the Xxxxxxx & Xxxxxx 2002
Employee Stock Option Plan ("Plan"), any Option Agreement to which you are a
party, and any other plan or program generally applicable to employees or
stockholders of the Company will apply subject to the terms of this letter.
Minimum Guaranteed Bonuses for 2003 and 2004. You will be paid a
minimum bonus for the calendar years 2003 and 2004 at the rate of Forty Percent
(40%) of base salary for such periods, in lieu of any bonus under Section 3(b)
of the Employment Agreement, if you are continuously employed with the Company
during those periods. The bonus payable for 2003, therefore, would be One
Hundred and Eighty Thousand Dollars ($180,000) multiplied by a fraction, the
numerator of which is the number of days that remain in calendar year 2003
starting with the first day of your employment with the Company, and the
denominator of which is 365; and the minimum bonus for calendar year 2004 would
be One Hundred and Eighty Thousand Dollars ($180,000). If your employment with
the Company terminates on or before executive bonuses are paid for the year
2004, the amount of any unpaid or prorated bonus payable under your Employment
Agreement, if any, shall be determined by reference to the minimum guaranteed
bonuses described here. Any bonus paid under this letter agreement will be paid
at the same time and in the same manner as bonuses are paid to other executives
under the annual bonus plan after calendar year 2004, Section 3(B) of the
employment agreement shall apply.
Option Grant. In 2003, the Company intends to award you an option to
acquire 240,000 shares of Company's common stock at an exercise price of Eight
Dollars ($8.00) per share, subject to the terms and conditions of the Company's
2002 Stock Option Plan and an Option Agreement that shall set forth, among other
terms, a three-year vesting requirement.
ACCEPTED AND AGREED: XXXXXXX & XXXXXX CORPORATION:
/S/ Xxxxxxx X. Xxxxxxx /S/ Xxxxx Xxxxxxx
----------------------------------- -----------------------------
Xxxxxxx X. Xxxxxxx Compensation Committee Member
July 28, 2003 July 28, 2003
