AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO CERTAIN EMPLOYMENT AGREEMENT, dated 16th of
December, 1994, is entered into on this the 29th day of August, 1997, by
XXXXXXX SELECT CORPORATION, a Delaware corporation and the wholly owned
subsidiary of NRC, and Xxxxxx X. Xxxxxxxxx, ("Employee"). Unless otherwise
defined, capitalized terms used herein shall have the meaning ascribed to
such terms in the Employment Agreement or Merger Agreement (hereinafter
defined).
W I T N E S S E T H:
WHEREAS, Xxxxxxx Research Corporation ("NRC"), SELECT, a wholly owned
subsidiary of NRC, TXEN, Inc. ("TXEN"), and the holders of all of the
$0.002 par value Class A Common Stock of TXEN (the "Shareholders") have
entered into and consummated an Agreement of Merger dated as of August 27,
1997 (the "Merger Agreement") whereby TXEN merged with and into SELECT;
WHEREAS, the Employee's continued employment with SELECT was a
material inducement to SELECT and NRC to enter into the Merger Agreement;
WHEREAS, the Employee owned Class A Common Stock of TXEN and received
a portion of the Merger Consideration;
WHEREAS, NRC, pursuant to Section 2 of Employment Agreement has
elected to extend Employee's Term of Employment after the Effective Date of
the merger of TXEN into SELECT; and
WHEREAS, NRC, SELECT, and Employee mutually desire that Employee
continue to be employed by SELECT;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the undersigned parties do hereby amend the Employment Agreement
as follows:
1. SELECT agrees to the continued employment of the
Employee, and the Employee agrees to accept continued employment
by SELECT on a full-time basis as President of SELECT with the
same Duties and Salary as set forth in the Employment Agreement,
except that Employee shall report to the Chief Executive Officer
of SELECT.
2. Section 2 of said Employment Agreement is amended to
read as follows:
2. TERM OF EMPLOYMENT. This Agreement shall commence as
of the Effective Date of the Merger Agreement and shall end
two (2) years from the date hereof (the "Term of
Employment"), unless terminated earlier or extended as
provided herein.
3. Unless the context requires otherwise, all references
to TXEN, Inc., in the Employment Agreement shall mean SELECT.
Except as amended above, the Employment Agreement shall remain in full
force and effect according to its terms and conditions.
IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
to Employment Agreement on the date and year first above written.
XXXXXXX SELECT CORPORATION
Xxxxxxx X. Xxxx
By:________________________________
Xxxxxxx X. Xxxx,
Its: Chief Executive Officer
Xxxxxx X. Xxxxxxxxx
___________________________________
Xxxxxx X. Xxxxxxxxx, Employee