AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
EXHIBIT
10.15
AMENDMENT
NO. 1
TO
THE
This
AMENDMENT
NO.1
(the
“Amendment”), dated May 19, 2008, is entered into by and between Xxxxxx Holding
Corp., a Delaware corporation (the “Company”), and Xxxxxx X. Xxxxxxxxxx (the
“Employee”), for the purpose of amending the terms of that certain Employment
Agreement, dated January 1, 2007 (the “Agreement”).
WHEREAS,
the
Company and Employee desire to amend, modify and clarify the Agreement as set
forth in this Amendment
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties amend the Agreement and agree as follows:
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1.
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All
capitalized terms not defined herein shall have the same meaning
ascribed
to them in the Agreement.
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2.
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Section
5(b) of the Agreement is hereby replaced in its entirety as
follows:
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| “(b) |
BONUSES.
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(i)
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ANNUAL
BONUS. In the event the Company’s annual consolidated pretax earnings, as
determined in accordance with generally accepted accounting principles
and
reported in the Company’s Form 10-K (the “Company’s Earnings”), equal or
exceed $3 million in any fiscal year during the Agreement Term, the
Company shall pay Employee annual bonus compensation (the “Annual Bonus”)
in an amount equal to 4% of the Company’s Earnings for such fiscal
year.
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(ii)
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A
prorated portion of the Annual Bonus shall be payable quarterly (the
“Quarterly Payment”) in the event quarterly consolidated pretax earnings
(the “Quarterly Earnings”) equal or exceed $750,000, subject to a holdback
of 25% (the “Holdback”) of the Quarterly Payment due Employee. In the
event the Quarterly Earnings are less than $750,000, no Quarterly
Payment
shall be made and payment of the Annual Bonus, if any, shall be deferred
until completion of the fiscal year. Payment of the Annual Bonus
at the
end of the fiscal year shall be paid upon the filing of the Form
10-K and
the payment of a Quarterly Payment, when due, shall be made within
forth
five (45) days of the completion of the fiscal quarter. To the extent
the
Annual Bonus is due to Employee at the completion of the fiscal year
(including the Holdback), such payment shall be less any Quarterly
Payments received by Employee during the fiscal year. To the extent
that
any payment received by the Employee in a fiscal year is in excess
of the
Annual Bonus due for such fiscal year, such excess amount shall be
credited against the amount due to Employee for the Annual Bonus
for the
succeeding fiscal year.”
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3.
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Except
as specifically set forth in this Amendment, there are no other amendments
to the Agreement and the Agreement shall remain unmodified and in
full
force and effect.
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4.
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This
Amendment shall be governed by and construed in accordance with the
domestic laws of the State of New Jersey, without giving effect to
any
choice of law or conflict of law provision or rule (whether the State
of
New Jersey or any other jurisdiction) that would cause the application
of
the laws of any jurisdiction other than the State of New Jersey.
This
Amendment may be executed in one or more counterparts, any one of
which
may be by facsimile, and all of which taken together shall constitute
one
and the same instrument.
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[SIGNATURES
TO FOLLOW]
IN
WITNESS WHEREOF,
the
parties have executed this Amendment as of the date first above
written.
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XXXXXX
HOLDING CORP.
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By:
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/s/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
President
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/s/
Xxxxxx X. Xxxxxxxxxx
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Xxxxxx
X. Xxxxxxxxxx
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