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EXHIBIT 10.23
AMENDMENT AGREEMENT
This Amendment Agreement dated as of February 1, 1999 is entered into by
and between Xxxxxxxx Industries, a California corporation (the "Company") and
Xxxxx X. Xxxx, an individual (the "Executive").
WHEREAS, the Company and the Employee have entered into that certain
Change in Control Agreement dated as of August 26, 1997 (the "Change in Control
Agreement").
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company and its shareholders to amend the Change
in Control Agreement to provide the Executive with an additional year of
benefits in the event of a change in control of the Company.
AGREEMENT
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Amendments. The Change in Control Agreement is hereby amended as follows:
a. Section 4(a) is amended by replacing the number "24" with the number
"36".
b. Section 4(b) is amended by replacing the words "two times" with
"three times" and the words "last two full fiscal years" with "last three full
fiscal years".
c. Section 5(a) is amended by replacing the words "two years" with
"three years".
2. No Other Changes. Except for the changes specified in Section 1 above, all
other provisions of the Change in Control Agreement will remain the same.
3. Miscellaneous Provisions. The provisions of Section 14 of the Change in
Control Agreement are incorporated herein by reference.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.
XXXXXXXX INDUSTRIES
By: /s/ XXXXXX XXXXX
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Name:
Title:
By:
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Name:
Title:
XXXXX X. XXXX
By: /s/ XXXXX X. XXXX
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Name:
Title:
