EXHIBIT 10.9
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT, made and entered into as of the 31st day of December,
1996, to the Employment Agreement (the "Agreement") made and entered into on May
24, 1995, by and between ALL AMERICAN SEMICONDUCTOR, INC., a Delaware
corporation (the "Company"), and XXXX XXXXXXXX (the "Employee").
W I T N E S S E T H :
WHEREAS, the Company and the Employee mutually desire and each of them
is willing, in accordance with the terms and conditions specifically restated,
added, deleted or otherwise set forth below, to amend the Agreement; it being
understood by the Company and the Employee that all terms and conditions of the
Agreement not otherwise specifically modified by this First Amendment thereto
shall remain effective and continue operating in full force throughout the
entire term of the Agreement.
NOW, THEREFORE, for and in consideration of the covenants and
agreements hereinafter set forth, the parties hereto mutually agree as follows:
1. BASE SALARY. Section 3(a) of the Agreement is hereby amended to
provide that for calendar year 1997 and each calendar year thereafter during the
term of the Employee's employment pursuant to the Agreement the Employee's base
salary, as calculated
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and determined under such Section 3(a), shall be reduced by $25,000 per annum.
2. $1 MILLION POLICY AND SECOND TO DIE POLICY. Sections 3(d)(ii) and
3(d)(iii) of the Agreement requiring, among other things, that the Company pay
all premiums due on the $1 Million Policy and the Second To Die Policy (as such
terms are defined in such Sections 3(d)(ii) and 3(d)(iii), respectively) are
hereby deleted in their entirety from the Agreement and, accordingly, neither
party shall have any further obligations under the Agreement with respect
thereto.
3. RETIREMENT ELECTION. Section 3(f) of the Agreement is hereby amended
to provide that the Employee may elect, in his sole and unquestionable
discretion, to retire at any time on or after December 31, 1996, in lieu and
replacement of the date of January 1, 1999, currently set forth in such Section.
4. EFFECT. Except as otherwise specifically modified by this First
Amendment, all terms, conditions and provisions of the Agreement shall remain
effective and continue operating in full force and without change.
IN WITNESS WHEREOF, the Employee has hereunto set his hand and the
Company has caused this First Amendment to be executed by its
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duly authorized officer effective as of the day and year first
above written.
ALL AMERICAN SEMICONDUCTOR, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx,
President
EMPLOYEE:
/s/ XXXX XXXXXXXX
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XXXX XXXXXXXX
The undersigned, Xxxx Xxxxxxxx, as a third party beneficiary of certain
of the provisions of the Agreement being modified by this First Amendment,
hereby consents to and approves the amendments to the Agreement set forth in
this First Amendment.
/s/ XXXX XXXXXXXX
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XXXX XXXXXXXX
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