AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is made and entered into as of the 12th day of January, 1998
by and between INTEK DIVERSIFIED CORPORATION, a Delaware corporation (together
with its successors and assigns the "Company"), and XXXXXX X. XXXXXX (the
"Executive").
W I T N E S S E T H:
WHEREAS, on September 8, 1997 the Company and the Executive entered into a
certain Employment Agreement (the "Agreement") whereby the Company agreed to
employ the Executive, subject to the terms and provisions said Agreement; and
WHEREAS, the Company and the Executive desire to amend the Agreement to
more accurately define certain terms and conditions relating to the Executive's
participation in the Company's applicable long-term incentive compensation plan;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive agree as follows:
1. Paragraph 7(b)(ii) is hereby deleted in its entirety and is amended to
read as follows:
(ii) In the event the Fair Market Value of the 300,000 shares of
Common Stock granted to Executive pursuant to Section 7(b)(i),
above, is less than $1 million on December 31, 1998, Company
further agrees to pay to Executive a sum equal to the
difference between $1 million and the (lesser) Fair Market
Value on December 31, 1998 of the 300,000 shares of Common
Stock. The sum which shall become due and payable to Executive
on or before February 28, 1999, but not before January 1, 1999
shall, at Executive's option, be payable either in cash or in
Common Stock (based upon its Fair Market Value at the time of
payment), or in a combination of cash and Common Stock. If
applicable, Executive shall notify Company, in writing, on or
before January 7, 1999 as to whether he elects to be paid in
cash, Common Stock, or a combination of cash and Common Stock.
2. All other terms and conditions of the Agreement shall remain in full
force and effect except as otherwise modified by this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
INTEK Diversified Corporation
By: /s/ Xxxxxx X. Xxxxxxxxx, Secretary
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
