EXHIBIT 10.2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") amends and
extends, as of May 19, 1999, the employment agreement ("Employment Agreement")
entered into between Xxxx X. Xxxxx (the "Executive") and Xxxxx & Xxxxx Company,
a Delaware corporation (the "Company") as of February 22, 1996.
1. All capitalized terms in this Amendment which have not been defined
herein shall have the meanings set forth in the Employment Agreement.
2. Pursuant to Paragraph 2 of the Employment Agreement, the Executive has
elected and the Company has accepted the election of the Executive to extend the
Period of Contract Employment from June 30, 1999 to June 30, 2000 (the "Contract
Extension Period").
3. The Executive's Base Salary during the Contract Extension Period shall
be $450,000.
4. For the Contract Extension Period, the Executive shall be eligible for
Bonus Compensation of up to 100% of his Base Salary, and shall be paid minimum
Bonus Compensation of $200,000. The Executive's Bonus Compensation for the
Contract Extension Period ("Year 2000 Bonus") shall be based entirely on the
financial performance of the Company for the Contract Extension Period against
the Board-approved budget and financial goals of the Company, comprised one-
third of EBITDA Margin goal achievement, one-third of net income goal
achievement, and one-third of revenue goal achievement. The following additional
terms apply to earning the Year 2000 Bonus: a) financial results are determined
after bonus payments for all Company officers and managers are taken into
account; b) no bonus component is paid for less than 70% of goal achievement
related to each component; c) at 70% of goal achievement for a component, 40% of
the bonus component is paid; d) after 70% of goal achievement of a component, an
additional 2% of eligible bonus amount is paid for each 1% incremental
achievement of the component goals until achievement of 100% of the goal is
reached and therefore 100% of the bonus component is earned; and e) after 100%
of the goals have been achieved, each incremental percent achieved over the
goals set will be matched by an incremental percent of bonus payment, to a
maximum of 125% of the target percentage of salary.
5. Paragraph 8 of the Employment Agreement shall be amended to add a
sentence at the end of the Paragraph which shall read as follows:
"In the event that the Executive delivers a Termination Notice to the
Company after May 19, 1999, or in the event that the Company does not renew
the Employment Agreement beyond its expiration on June 30, 2000, the
Executive shall be entitled to (i) payment of all earned but unpaid Base
Salary, Bonus Compensation, and vacation pay through the Effective Date,
payable in a lump
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sum within five (5) days after the Effective Date; (ii)
payment of an amount equal to the Base Salary the Executive would have
earned during the twelve (12) months following the Effective Date, payable
in equal installments over such twelve-month period in accordance with the
Company's customary payroll practices; (iii) continuation during such
twelve-month period of all benefit plans or other arrangements, or their
equivalent, referred to in Section 6 of this Agreement."
6. Notwithstanding anything to the contrary in the Employment
Agreement, upon a "Change of Control" as defined in the Xxxxx & Xxxxx Company
Executive Change of Control Plan (the "Plan") dated as of May 10, 1999, the
provisions of the Plan shall supersede the provisions of Paragraphs 7 and 8 of
the Employment Agreement with respect to the consequences of termination of
employment of the Executive, and related obligations of the Company.
7. Except as modified by this Amendment, all other terms of the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Employment Agreement as of the day and year first written above. This Amendment
may be executed in counterpart, each of which shall constitute an original and
both of which together shall be deemed one instrument.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
XXXXX & XXXXX COMPANY
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chairman, Compensation
Committee of the Board
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