WITH XXXXXXX X. XXXXXXXX
THIS AGREEMENT ("Agreement") dated as of April 18, 1997 is enteredinto by
XXXXXXX X. XXXXXXXX ("Moskovic"), XXXXXXXXX FRANCE, INC.("Fairchild
France") and Fairchild CDI, S.A. (previously known as COMPANY POURLE
DEVELOPPEMENT INDUSTRIEL) ("CDI").
RECITALS
By Employment Agreement between Moskovic and Xxxxxxxxx France datedJanuary 12,
1995, amended by First Amendment to Employment Agreement(collectively, the
Original Agreement"), Moskovic is employed by Xxxxxxxxx France to serve as
Manager of Coordination, reporting directly to The Xxxxxxxxx Corporation
("Fairchild").
Without limitation, Moskovic's duties under the Original Agreementinclude the
supervision of Xxxxxxxxx'x "Xxxxxxxxx Technologies" division inFrance.
Since the date of the Original Agreement, Fairchild acquiredsubstantially all of
the stock of CDI. CDI is now part of Xxxxxxxxx'x "Xxxxxxxxx Technologies
"division in France.
The parties wish to amend the Original Agreement to includecompensation to
Moskovic for his services with respect to CDI. As between Fairchild Franceand
Moskovic, this Agreement constitutes an amendment to the Original Agreement,
and,as between CDI and Moskovic, this Agreement constitutes an Employment
Agreement.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Additional Duties. In addition to his duties under theOriginal Agreement,
Moskovic shall serve as Technical Manager and Chairman of CDI, reportingdirectly
to Xxxxxxxxx'x Chairman of the Board.
2. Compensation. In addition to the compensation provided for inthe Original
Agreement, as consideration for his services with respect to CDI(or successor),
monthly installments in accordance with CDI's usual payrollpolicies:
a) For Fiscal Year 1995: 408,000 French Francs per year (receiptof which is
hereby acknowledged by Moskovic).
b) For Fiscal Year 1996: 408,000 French Francs per year (receiptof which is
hereby acknowledged by Moskovic).
c) For Fiscal Year 1997: 408,000 French Francs per year.
d) Thereafter, base salary for CDI services will be reviewedannually by the
Fairchild Board of Directors (Compensation Committee), and adjustments (ifany)
to Moskovic's base salary will be at the discretion of the Fairchild Board of
Directors (Compensation Committee).
3. Payment of Compensation. The above-indicated compensationshall be paid by
CDI.
4. Retroactive Date. This Agreement is retroactive to thecommencement of
Fiscal Year 1995.
5. Ratification. Except as specifically modified hereby, theOriginal Agreement
remains in full force and effect. References in the Original Agreement to"this
Agreement" shall mean the Original Agreement as modified by the First Amendment
to Employment Agreement and as further modified by this Agreement.
6. Amendment. This Agreement may not be amended except by writtenagreement of
all the parties hereto (Fairchild France, CDI and Moskovic).
XXXXXXXXX FRANCE, INC. FAIRCHILD CDI, S.A.
By: Xxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxxx
Vice President Director
