Exhibit 5.35
AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This agreement, dated as of February 6, 2004, amends the Executive
Agreement (the "Executive Agreement") made as of July 1, 2000, by and among
Aavid Thermal Technologies, Inc., a Delaware corporation, its subsidiary Aavid
Thermalloy, LLC, a Delaware limited liability company, and Xxxxx X. Xxxxx.
Except as otherwise provided, capitalized terms have the meaning given to them
in the Executive Agreement.
The parties desire to amend the Executive Agreement to extend the
Employment Period, subject to the provisions for early termination of the
Employment Period set forth in the Executive Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. The parties agree that (i) the reference in Section 4(a)
of the Executive Agreement to "five years" shall be amended to read "seven
years" and and (ii) the reference in Section 4(d) of the Executive Agreement to
the "five year anniversary" shall be amended to read the "seven year
anniversary." The parties agree that such change in the definition of Employment
Period shall apply to all references to Employment Period in the Executive
Agreement.
2. General Provisions.
(a) Severability. Whenever possible, each provision of this agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(b) Complete Agreement. This agreement and those documents expressly
referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way. The parties agree that all terms,
conditions and provisions of the Executive Agreement are hereby reaffirmed and
continued in full force and effect and shall remain unaffected and unchanged,
except as specifically amended by this agreement.
(c) Counterparts. This agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(d) GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND
NOT THE LAW OF CONFLICTS, OF THE STATE OF NEW HAMPSHIRE.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this agreement
on the date first written above.
AAVID THERMAL TECHNOLOGIES, INC.
/S/ Xxxxxxxx X. Xxxxx
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BY: Xxxxxxxx X. Xxxxx
ITS: Chief Executive Officer and President
AAVID THERMALLOY, LLC
/S/ Xxxxxxxx X. Xxxxx
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BY: Xxxxxxxx X. Xxxxx
ITS: Chief Executive Officer and President
EXECUTIVE:
/S/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
