Exhibit (e)(4)(xxv)
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EXTENSION AGREEMENT
Extension Agreement dated as of July 29, 2001 to the Agreement dated
as of August 9, 1996 between Sensormatic Electronics Corporation, a Delaware
corporation (the "Corporation"), and Xxxxxx X. Xxxxx ("Xxxxx"), as amended by
the Amendment thereto dated as of September 1, 1998 (as so amended, the
"Consulting Agreement").
W I T N E S S E T H
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WHEREAS, the Consulting Agreement expires by its terms on August 12,
2001; and
WHEREAS, the parties wish to extend the Term of the Consulting
Agreement on the terms set forth herein; and
WHEREAS, the parties wish to confirm the Agreement dated as of
September 1, 1998 between Assaf and the Corporation providing for certain
benefits in the event of a change in control of the Corporation (the "Change in
Control Agreement ") in light of such extension;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby amend the Consulting
Agreement, as previously amended, and further agree, as follows:
1. The Term of the Consulting Agreement is hereby extended through
the end of Assaf's current term as a director of the Corporation, i.e., through
the date of the 2002 Annual Meeting of Stockholders of the Corporation expected
to be held in November of that year, or such earlier time as his directorship
may end for any reason other than his removal from the Board without cause.
2. Effective as of August 12, 2001, the annual cash compensation of
Assaf under the Consulting Agreement, under which he shall continue to serve as
Chairman of the Board of Directors of the Corporation and/or in such other
capacities as are contemplated in the Consulting Agreement, shall be $200,000.
Assaf shall continue to participate in the Directors Stock Option Plan, other
plans and programs of the Corporation in which directors participate and other
perquisites, all in accordance with the Consulting Agreement and/or as afforded
by the Corporation to its outside directors.
3. Neither Section 3(h) nor clause (ii) of Section 3(i) of the
Consulting Agreement shall have any further force or effect on or after August
12, 2001.
4. For avoidance of doubt, the Change in Control Agreement is hereby
confirmed as follows:
(a) Nothing in this Extension Agreement shall alter or impair the
provisions of the Change in Control Agreement, including without limitation
Section 3(e) thereof. As
provided in the Change in Control Agreement, the Special Bonus Base under such
Section 3(e) shall remain fixed at $1,820,000 (i.e., four times $455,000); and
(b) The provisions of Section 3 of the Change in Control Agreement
shall apply to the 875,000 stock options and 135,000 shares of common stock of
the Corporation held in the RGA Irrevocable Trust under Agreement dated June 6,
1988 (the "Trust"), as if such options and shares were held by Assaf, and the
provisions of Section 8 of the Change in Control Agreement shall apply to any
tax liability of Assaf of the type referred to in such Section (including any
such tax liability of the Trust which may be assumed by Assaf) arising with
respect to such options and shares and/or the exercise of rights arising
thereunder.
Subject to the amendments and confirmations set forth above, the
Consulting Agreement and Change in Control Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first set forth above.
SENSORMATIC ELECTRONICS
CORPORATION
/s/ Per-Xxxx Xxxx
By:_______________________________________
Per-Xxxx Xxxx
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
__________________________________________
Xxxxxx X. Xxxxx
