Exhibit 10.8(g)(i)
September __, 1998
Xx. Xxxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter will confirm the agreement between you and Xxxxx
Corporation (the "Company") that, effective as of October 1, 1998, Paragraph 9.
Termination by the Employee for Good Reason of the Employment Agreement between
you and the Company, dated as of January 1, 1997 (the "Employment Agreement") is
hereby amended by adding the following Subparagraph (e) thereto: "(e) any
"Change in Control" of the Company as defined in Appendix A to this Employment
Agreement." All other terms and conditions of the Employment Agreement remain
unchanged and in full force and effect.
AGREED AND ACCEPTED Very truly yours,
Xxxxx Corporation
/s/ Xxxxxxx Xxxxxxxxx
--------------------- Date: September __, 1998 By /s/ R. Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxxx ----------------------------
Chairman of the
Board, President and
Chief Executive
Officer
APPENDIX A
DEFINITION OF CHANGE IN CONTROL
The following definition of Change in Control shall apply for purposes of
Paragraph 9.(e) of the Employment Agreement:
Change in Control. Change in Control of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions shall
have been satisfied:
(a) Any person, or more than one person acting as a group (within the
meaning of the Securities Exchange Act of 1934), other than a trustee
or other fiduciary holding securities under an employee benefit plan
sponsored by the Company, becomes the beneficial owner, directly or
indirectly, of securities of the Company, representing more than
twenty-five percent (25%) of the combined voting power of the Company's
then outstanding securities;
(b) Individuals who, as of May 20, 1998, constitute the Board of Directors
of the Company (the Incumbent Board) cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to May 20, 1998, whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or
(c) The stockholders of the Company approve: (i) a plan of complete
liquidation of the Company; or (ii) an agreement for the sale or
disposition of all or substantially all of the Company's assets; or
(iii) a merger, consolidation, or reorganization of the Company with or
involving any other corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least seventy-five percent (75%)
of the combined voting power of the voting securities of the Company
(or such surviving entity) outstanding immediately after such merger,
consolidation, or reorganization.
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