EXHIBIT 10.43
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (the "Agreement") is made
as of this 16th day of December, 2002, by and between XxXxxx Corporation, a
Delaware corporation (the "Company") and Xxxxxx X. Xxxxxxxx of Highland Xxxxx,
New York (hereinafter, the "Executive").
WHEREAS, the Executive and the Company have executed an Employment
Agreement dated as of January, 1, 2002 (the "Agreement") and wish to amend the
Employment Agreement in order to provide for certain matters relating to the
payment of the Executive's incentive compensation;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. This Amendment amends and modifies Section 2.2 of the Employment
Agreement. Except as specifically amended hereby, the Employment
Agreement is ratified and confirmed.
2. The CEO Incentive Compensation Plan, in its entirety, is as
follows:
CEO INCENTIVE COMPENSATION PLAN
DEFINITIONS:
(a) "target incentive compensation" is equal to $220.000.
(b) The "maximum incentive compensation" payable annually under this CEO
Incentive Compensation Plan shall be $285,000.
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PLAN:
CEO Incentive Compensation is comprised of 4 components, each weighted as
follows:
1. Long-Term Shareholder Value 15%
2. Current Year Financial Performance: EPS 25%
3. Current Year Financial Performance: Operational Performance 35%
4. Board Discretion based on Various Factors 25%
1. LONG-TERM SHAREHOLDER VALUE 15%
15% of the CEO's annual incentive compensation will be attributable to the goal
of increasing XxXxxx Corporation's market capitalization, as measured by its
stock price, by a CAGR of 15% from an initial starting point of $15.00 per
share. Annually, XxXxxx'x average closing stock price over the last 10 trading
days of the fiscal year will be compared to this $15.00 per share initial point
to determine the actual CAGR over the period beginning July 1, 2002.
No incentive compensation will be paid relative to this goal if the CAGR is
equal to or below 80% of the target, or 12% CAGR. The incentive compensation
will increase on a linear basis to a 100% payment (15% of target incentive
compensation or $33,000) for the achievement of 100% of the target, or a 15%
CAGR. This will further increase, on a linear basis, to a 200% payment (30% of
target incentive compensation or $66,000) for the achievement of 120% of the
target, or 18% CAGR.
2. CURRENT YEAR FINANCIAL PERFORMANCE: EPS 25%
Since the absolute amount of fiscal 2003 budget for EPS is small ($0.11 per
share), it was determined that budget net income before preferred stock charges
("net income"), of $3.2 million would be used as a proxy. Net income for this
calculation will be net of all extraordinary charges incurred by the company
relating to severances, write-offs, or other operationally related charges, but
will exclude any charges related to accounting changes or GAAP/SEC rulings.
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No incentive compensation will be paid relative to this goal if the CAGR is
equal to or below 80% of the target, or net income of $2.56 million. The
incentive compensation will increase on a linear basis to a 100% payment (25% of
target incentive compensation or $55,000) for the achievement of 100% of the
target, or net income of $3.2 million. This will further increase, on a linear
basis, to a 200% payment (50% of target incentive compensation or $110,000) for
the achievement of 120% of the target, or $3.84 million.
All net income calculations must be net of incentive payments.
3. C/ Y FINANCIAL PERFORMANCE: OPERATIONAL PERFORMANCE 35%
This component of incentive compensation will be based on the composite
achievement of the following 7 operational performance metrics:
1. Sales Growth Percentage
2. Gross Margin Percentage
3. AR Days
4. Inventory Days
5. Cash Flow from Operations
6. Return on Equity
7. North American Sales
The Target for each metric will be derived from the annual Board approved budget
and will be weighted equally for purposes of this calculation.
No incentive compensation will be paid relative to this goal if the composite
achievement is equal to or below 80%. The incentive compensation will increase
on a linear basis to a 100% payment (35% of target incentive compensation or
$77,000) for the composite achievement of 100% of the target. This will further
increase, on a linear basis, to a 200% payment (70% of target incentive
compensation or $154,000) for the composite achievement of 120%.
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4. BOARD DISCRETION BASED ON VARIOUS FACTORS 25%
The board should review and discuss a variety of other factors that determine
the quality of the job being done by the CEO. If necessary, the Board should
request that the CEO prepare a report or survey on the state of some of these
other factors.
These issues should include (but are not limited to):
Technology Development
Executive Team Development and Staffing
Employee Satisfaction and morale
Customer Satisfaction
Customer Awareness and Consideration Rate
Based on these factors, the Board will decide how much of the 25% of target
incentive ($55,000) shall be paid at the end of each Fiscal Year.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Executive
XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Compensation Committee Chairman
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