FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.26
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT (this “Amendment“) is entered into between Accellent Inc. (the
“Company”), and Xxxxxx Xxxxxxxx (the “Executive”) under the following
circumstances.
WHEREAS,
the Company and the Executive entered into an Employment Agreement on September
4, 2007 (the “Employment Agreement”); and
WHEREAS,
the parties would like to make certain changes to the terms of the Employment
Agreement;
NOW
THEREFORE, the Executive agrees with the Company, in consideration for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, to amend the Employment Agreement as follows,
effective as of the date this Amendment is executed as written
below:
1.
Section 5 (Equity Arrangements) is hereby amended by substituting the phrase “In
connection with his employment” for the phrase “Prior to or simultaneously with
the commencement of the Employment Term” as it appears in the first sentence
thereof.
2.
Section 5 (Equity Arrangements) is hereby amended by inserting the phrase “(the
“Investment Amount”)” after the number “150,000” as it appears in the first
sentence thereof.
3.
Section 5 (Equity Arrangements) is hereby amended by removing the phrase “of
$4.00” as it appears in the first sentence thereof.
4.
Section 5 (Equity Arrangements) is hereby amended by adding the following
sentence after the first sentence thereof:
“In the
event that Executive has not paid the full Investment Amount to the Company as
of the time that Executive’s Annual Bonus for either of the fiscal years ended
December 31, 2007 and 2008 becomes payable, then, notwithstanding the provisions
of Section 4 and instead of the payment of such Annual Bonus in cash, the
Company shall issue to Executive, on the date the applicable Annual Bonus could
have been paid in cash under the applicable bonus plan, a number of fully vested
shares of Common Stock having an aggregate Fair Market Value on such date equal
to the Annual Bonus for such fiscal year.
In
connection with the foregoing, if $135,917, which equals the remaining
Investment Amount after deducting $14,083 (which represents the amount that the
Company will actually pay to Executive as an Annual Bonus in respect of the
Company’s fiscal year ending December 31, 2007) (the “Remaining Investment
Amount”), exceeds the amount actually paid to Executive as an Annual Bonus with
respect to the Company’s fiscal year ending December 31, 2008 (the “Actual 2008
Bonus”), then Executive shall pay to the Company in cash, no later than March
31, 2009, an amount equal to the excess of (x) the Remaining Investment Amount
over (y) the Actual 2008 Bonus, and the Company shall issue to Executive in
exchange therefor a number of shares of Common Stock having an aggregate Fair
Market Value on the date of such issuance equal to such payment. However, if the
Actual 2008 Bonus exceeds the Remaining Investment Amount then the Company shall
pay to Executive an amount equal to the excess of (x) the Actual 2008 Bonus over
(y) the Remaining Investment Amount in accordance with Section 4 and pursuant to
the Company’s 2008 annual incentive plan.”
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5.
Section 8(a) (Termination for Cause or Resignation without Good Reason) is
hereby amended by adding the following subparagraph at the end
thereof:
“(iv) If,
prior to March 31, 2009, Executive’s employment is terminated by the Company for
Cause, or if Executive resigns without Good Reason (other than due to death or
Disability), then Executive shall pay to the Company in cash, on or before the
tenth (10th) business day following the date of termination, an amount equal to
the Remaining Investment Amount (calculated as of the date of termination) and
the Company shall issue to Executive in exchange therefor a number of shares of
Common Stock having an aggregate Fair Market Value equal to such Remaining
Investment Amount.”
6. Except
as is provided in this Amendment, the Employment Agreement shall remain
unchanged and continue in full force and effect.
To
acknowledge your agreement to the terms and conditions of this Amendment, please
sign below and return one copy to Xxxxxxxx XxXxxx by no later than March 31,
2008.
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 31st day of March, 2008.
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By:
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/s/ Xxxxxx X. Xxxxx | |
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Name:
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Xxxxxx X. Xxxxx | |
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Title:
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President, Chief Executive Officer and Director | |
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Executive:
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/s/ Xxxxxx X. Xxxxxxxx | |
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Xxxxxx
X. Xxxxxxxx
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