EXHIBIT 10(d)
September 20, 2001
Xx. Xxxxxx X. Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Dear Phil:
Reference is made to the Employment Agreement, as amended to date, between you
and the Company (the "Agreement").
In the event of a Change of Control of the Company (as that term is defined in
the Agreement), within the next year (a "Transaction"), the Company will pay you
a one-time bonus equal to $55,000 (the "Success Bonus.") The Success Bonus will
be paid in consideration of your continued employment through the date of the
closing of the Transaction and the extraordinary services that you will be asked
to provide the Company prior to that date. (The Success Bonus will also be paid
if your employment is terminated by the Company within three months prior to the
Transaction for any reason other than Cause, as that term is defined in the
Agreement.) The Success Bonus will be payable in cash on the date of the closing
of the Transaction and will not change your rights and obligations under the
Agreement or any other agreement you may have with the Company regarding
compensation or severance. This letter supersedes any prior letter or other
document between you and the Company relating to the Success Bonus.
We appreciate your continued and loyal service to the business.
Sincerely,
Xxxxxx X. Xxxxxx
President and COO
ACCEPTED:
/s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
Page 19 of 50
