EXHIBIT 10.22
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "AMENDMENT"), dated as of December 5, 2006, to
that certain Employment Agreement, dated as of January 6, 2005 (the "EMPLOYMENT
AGREEMENT"), by and among Altra Holdings, Inc., a Delaware Corporation
("HOLDINGS"), Altra - Industrial Motion, Inc., a Delaware corporation and
wholly-owned subsidiary of Holdings (the "COMPANY"), and Xxxxxxx X. Xxxx
("EXECUTIVE").
WITNESSETH:
WHEREAS, Holdings, the Company and Executive desire to amend the terms of
the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment to Section 3. Section 3 of the Employment Agreement is hereby
amended and restated as follows:
3. Term; Termination. The Employment Period shall terminate on the third
anniversary of the Effective Date ("INITIAL TERM") and shall automatically renew
for periods of one (1) year unless one party gives written notice to the other
at least six (6) months prior to the end of the Initial Term, or at least six
(6) months prior to the end of any one (1) year renewal period that the
Agreement shall not be further extended. The date on which the Employment Period
terminates after any notice of non-renewal is referred to herein as the
"EXPIRATION DATE." Notwithstanding the foregoing, the Company and Executive
agree that Executive is an "at-will" employee, subject only to the contractual
rights upon termination set forth herein, and that the Employment Period (a)
shall terminate automatically at any time upon Executive's death, (b) shall
terminate automatically at any time upon the Board's determination of
Executive's Disability, (c) may be terminated by the Company at any time for any
reason or no reason (whether for Cause or without Cause) by giving Executive
written notice of the termination, and (d) may be terminated by Executive for
any reason or no reason (including for Good Reason) by giving the Company
written notice at least sixty (60) days in advance of his termination date.
Notwithstanding anything herein to the contrary, in no event shall delivery of a
notice of non-renewal by the Company be deemed a termination without Cause. The
date that the Employment Period is terminated for any reason is referred to
herein as the "TERMINATION DATE."
2. Continuing Effect. The Employment Agreement, except as amended hereby,
shall be and remain in full force and effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument. Signature pages delivered by facsimile shall be binding to the
same extent as an original.
* * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
ALTRA INDUSTRIAL MOTION, INC.
By: /s/ Xxxx Xxxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: President and Chief Operating Officer
ALTRA HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: President and Chief Operating Officer
EXECUTIVE
/s/ Xxxxxxx X. Xxxx
--------------------------------
Xxxxxxx X. Xxxx
