EXHIBIT 10.51
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This is an Amendment No. 1, dated October 1, 1998 (the "Amendment No. 1"),
to an Employment Agreement dated January 22, 1997 (the "Employment Agreement"),
between Plasma-Therm, Inc., a Florida corporation (the "Company"), and Xxxxxx X.
XxXxxxxxx (the "Employee").
BACKGROUND
WHEREAS, the Employee is currently employed by the Company pursuant to the
terms of the Employment Agreement. The parties wish to amend the Employment
Agreement to reflect changes in sections 3, 4.2, and 8.4.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby,
and in consideration of the mutual covenants herein contained, agree as follows:
TERMS
1. The foregoing recitals are true and correct and incorporated herein by
reference. Any capitalized terms used but not defined herein shall have the same
meaning ascribed to them in the Employment Agreement.
2. The Employment Agreement is hereby amended by revising the first
sentence of section 3 to read as follows:
"The Employee shall be employed by Company as President and Chief Executive
Officer."
3. The Employment Agreement is hereby amended by revising section 4.2 to
read in its entirety as follows:
"An annual bonus based on five percent (5%) of fiscal year Net
Earnings, as defined by Company policy, to be paid on a quarterly basis and
reconciled at year end; and"
4. The Employment Agreement is hereby amended by adding a new section
8.4(d) to read in its entirety as follows:
In the event of a Change of Control, all stock options granted under
the Company's 1995 Stock Incentive Plan (the "Plan") shall immediately
become fully vested and exercisable. In addition, in the event of a Change
of Control, the Stock Option Committee shall have the discretion to
accelerate the termination of any stock option granted under the Plan to a
date no earlier than six (6) months following the date of a Change of
Control.
5. Except as specifically set forth above, the Employment Agreement shall
remain in full force and effect.
6. This Amendment No. 1 may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together shall
constitute one document.
7. This Amendment No. 1 contains the final, complete, and exclusive
expression of the parties' understanding and agreement concerning the matters
contemplated herein and supersedes any prior or contemporaneous agreement of
representation, oral or written, among them.
8. This instrument shall be binding upon, and shall inure to the benefit
of, each of the parties' respective personal representatives, heirs, successors,
and assigns.
9. This instrument shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the
day and year first written above.
PLASMA-THERM, INC.
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. XxXxxxxxx, Chairman of the Board
/s/ XXXXXXXXXX X. XXXXXXXXX
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Xxxxxxxxxx X. Xxxxxxxxx
/s/ LUBEK XXXXXXXXXXX
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Lubek Xxxxxxxxxxx
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
CONSTITUTING ALL OF THE MEMBERS OF THE BOARD
OF DIRECTORS
Employee
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. XxXxxxxxx
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