Exhibit 10.35
AMENDMENT TO XXXX X. XXXXXXXX
EMPLOYMENT AGREEMENT
May 30, 2001
Xx. Xxxx Xxxxxxxx
000 Xx. Xxxxxxx Xxxx
Xxxxxx, XX 00000
RE: AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xxxx:
As we discussed, the Compensation Committee and the Board of Directors have
approved an amendment to Section 5(b) of your Employment Agreement (the
"Employment Agreement") dated as of December 13, 2000 to add subsection (v) as
follows:
(v) In the event there has occurred, within the twelve months
prior to a termination of your employment by the Company without Cause or your
resignation for Good Reason, a change in the Board of Directors of the Company
as a result of which fewer than a majority of Directors are Incumbent Directors,
then, in addition to the foregoing as applicable, the Option provided in
subparagraph 3(g) (Stock Option) of the Employment Agreement shall become
immediately exercisable and vested in full as of the date of the termination or
resignation. The provisions of Section 2(c) of the Change of Control Agreement
between Employee and the Company effective January 1, 2001 regarding "excess
parachute payments" shall be applicable to benefits received under this
subsection. For purposes of this Amendment, an Incumbent Director is any
director who is either:
(A) a director of the Company as of the Effective Date of
this Amendment; or
(B) a director who is appointed or nominated for election to
the Board of Directors of the Company by the Board of Directors or its
nominating committee and whose nomination or appointment is approved by the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such appointment or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company).
The Employment Agreement, as amended hereby, shall remain in full force and
effect.
Tab Products Co.
/s/ Xxxx X. Xxxx
-------------------------
Xxxx X. Xxxx, Chairman of the Board
I hereby agree to the foregoing amendment to my Employment Agreement dated
December 13, 2000, effective as of the date written below.
/s/ Xxxx X. Xxxxxxxx June 7, 2001
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Xxxx X. Xxxxxxxx Date
