Exhibit 10.10
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into as of the 12th day of December, 1996 by and between
GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and
XXXXX X. XXXXXXXXX (the "Executive").
Statement of Purpose
The Corporation and the Executive entered into an Employment Agreement
dated as of June 21, 1995, as amended on December 8, 1995 (the "Employment
Agreement"). The Corporation and the Executive desire to further amend the
Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Statement of Purpose
and the terms and provisions of this Amendment, the parties hereto agree as
follows:
1. Effective January 1, 1997, Paragraph 1(a) of the Employment
Agreement shall be amended to read as follows:
"(a) Employment. The Corporation hereby employs the Executive,
and the Executive hereby agrees to serve, as Chairman of the Board of
Directors of the Corporation (the `Board')."
2. Paragraph 2(a) of the Employment Agreement is hereby amended to read
as follows"
"(a) Term. The initial term of the Executive's employment
hereunder shall commence on the Effective Date and shall continue until
December 31, 1997."
3. Paragraph 2(b)(5) of the Employment Agreement is hereby deleted in
its entirety.
4. Paragraph 2(c)(1) of the Employment Agreement is hereby amended to
read as follows:
"(1) the Executive's resignation from the office of Chairman
of the Board and Chief Executive Officer prior to January 1, 1997 or
the Executive's resignation from the office of Chairman of the Board
after December 31, 1996, in each case without the Corporation's prior
consent;"
5. Paragraph 2(e)(1) of the Employment Agreement is hereby amended to
read as follows:
"(1) except where such failure or change is specifically
approved by the Executive (whether as a member of the Board or
individually), failure to elect or reelect or to appoint or reappoint
the Executive to the office of Chairman of the Board of the
Corporation, or any other material change by the Corporation of the
Executive's functions, duties or responsibilities which would cause the
ranking or level, dignity, responsibility, importance or scope of the
Executive's position with the Corporation to become of less dignity,
responsibility, importance or scope from the position and attributes
thereof described in Paragraph 1 above; provided, however, that the
Executive must first (i) provide the Board with written notice
specifying the particular failure of the Corporation under this
Paragraph 2(e)(1), and (ii) allow the Board 60 days from receipt of
notice to cure such failure;"
6. Paragraph 2(f)(2) of the Employment Agreement is hereby amended to
delete any reference to Paragraph 2(b)(5).
7.. Effective January 1, 1997, Paragraph 3(a) of the Employment
Agreement shall be amended to read as follows:
"(a) Base Salary. The Corporation shall pay to the Executive a
Base Salary of $250,000 per annum (the `Base Salary'). The Base Salary
shall be payable in equal monthly installments on the last business day
of each month, or in such other installments and at such other times as
the parties hereto may mutually agree upon. The Base Salary may be
increased (but not decreased) in the manner determined by the Board or
its Compensation Committee in its absolute discretion."
8. Paragraph 3(b) of the Employment Agreement is hereby amended to read
as follows:
"(b) Management by Objectives Bonus Plan. The Executive shall
participate at a 50% level in the Glenayre Management by Objectives
Bonus Plan as in effect from time to time (the `MBO Plan')."
9. Paragraph 3(c) of the Employment Agreement is hereby amended to read
as follows:
"(c) Stock Options. Within 30 days prior to January 1, 1996
and January 1, 1997, respectively, the Executive shall be awarded
options, under the Corporation's Incentive Stock Plan or any similar or
substitute option plan (the `Option Plan'), to purchase no fewer than
50,000 shares of the common stock of the Corporation. For each award,
the exercise price of such option shall be the `Closing Price' (as
defined in the Option Plan) on the day of such award. Each such option
shall be vested as follows: one-third of the shares subject to such
option shall be vested on the date of such award, an additional
one-third of the shares subject to such option shall be vested on the
first anniversary of such award
and the remaining one-third of the shares subject to such option shall
be vested on the second anniversary of such award; provided, however,
that such stock options shall be fully vested (i) upon any termination
of the Executive's employment hereunder other than for Cause or (ii)
upon any `Change in Control' of the Corporation (as defined in the
Option Plan). Each such option shall expire, lapse and be of no further
legal force or effect upon the earlier of the following: (i) 10 years
from the date of award, irrespective of the Executive's employment
status with the Corporation or its subsidiaries or (ii) the date the
Executive's employment with the Corporation and its subsidiaries is
terminated for Cause."
10. The Executive acknowledges and agrees that no event has occurred
prior to the date hereof which constitutes "Good Reason" (as defined in
Paragraph 2(e) of the Employment Agreement), including without limitation a
"Change in Control", as defined in Paragraph 2(e)(6) of the Employment
Agreement), which would entitle the Executive to terminate his employment under
the Employment Agreement and to be paid certain payments under Paragraph 2(f) of
the Employment Agreement. The Executive and the Corporation also acknowledge and
agree that, by their mutual agreement, the Executive has continued to receive a
Base Salary of $350,000 per annum and participation in the Glenayre Management
by Objectives Bonus Plan at a 50% level after his election as Chairman of the
Board and Chief Executive Officer of the Corporation and will continue to do so
until otherwise provided pursuant to the Employment Agreement, as amended by
this Amendment.
11. Except as expressly amended hereby, the Employment Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
By: s/Xxxx X. Xxxxx
Title: President & CEO
s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
