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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
DATE: October 19, 2000
PARTIES:
Xxxx Microproducts, Inc. ("Company")
W. Xxxxxx Xxxx ("Xxxx")
WHEREAS, Company and Xxxx are parties to an existing Employment Agreement
July 1, 1999 (hereinafter referred to as the "Agreement"); and
WHEREAS, on the date set forth above, the Board of Directors of the
Company approved an amendment to certain portions of the Agreement.
NOW, THEREFORE, Company and Xxxx agree that, effective as of October 19,
2000, the following amendment shall be made to the Agreement:
1. Paragraph 1, "Term of Employment," is hereby amended in its entirety
to read as follows: "1. Term of Employment. Company hereby agrees to
employ Xxxx as Chairman, President and Chief Executive Officer for a
three-year period commencing October 19, 2000, and, on the first day
of each month thereafter, the term of this Agreement shall be
automatically extended for a new three-year period commencing with
the first day of such month, unless Xxxx'x employment is terminated
earlier pursuant to Paragraph 4 of this Agreement; provided,
however, that the automatic extension provided for herein shall
cease on June 6, 2004, Xxxx'x seventh (67th) birthday, or on such
other date as may be mutually agreed to in writing by the parties
2. Paragraph 2c(i) & (ii)"EPS Enhancement Incentive" is hereby amended
to incorporate the affect of the 3 for 2 stock split. The $1.00 is
changed to $0.67, and the $2.25 is changed to $1.50.
3. Paragraph 4, "Termination" is hereby amended in its entirety to read
as follows:
"4. Termination. Except for the provisions hereof which are intended
to survive for other periods of time as specified herein, this
Agreement and Xxxx'x employment shall terminate (a) at any time upon
mutual written agreement of the parties; (b) immediately upon Xxxx'x
death; (c) by the Company, immediately and without prior notice, for
"cause" (as defined in Section 5(c) below); or (d) by Xxxx or by
Company for any reason not otherwise covered by clauses (a), (b) or
(c) herein, with at least thirty (30) days' written notice to the
other. Except as
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otherwise provided in Paragraph 5, upon the termination of Xxxx'x
employment for any reason, Xxxx shall be entitled to receive his
base salary through his last date of employment, any annual
incentive compensation described in Paragraph 3(b) which Xxxx may
have earned through his last date of employment, the amounts
credited to the deferred compensation account described in Paragraph
3(c), any unreimbursed business expenses incurred prior to such
termination of employment, and such other employee benefits to the
extent permitted by the applicable policies or plan documents or as
required by law."
This Amendment shall be attached to and be a part of the Agreement between
Xxxx Microproducts, Inc. and W. Xxxxxx Xxxx.
Except as set forth herein, all other provisions of the Agreement shall
remain in full force without modification.
In consideration of the mutual covenants contained herein, the parties
have executed this Amendment effective as of the date and year above written.
COMPANY: XXXX MICROPRODUCTS, INC.
By
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Its
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/s/ W. Xxxxxx Xxxx
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XXXX: W. Xxxxxx Xxxx
