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EXHIBIT 10.5
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Agreement, made as of the 12th day of August 1997, by and between The
DII Group, Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx
(the "Executive").
RECITALS
A. The Company and the Executive are parties to an Employment Agreement,
dated as of January 1, 1997 (the "Employment Agreement); and
B. The Company desires to continue to employ the Executive pursuant to the
Employment Agreement and the Executive is willing to accept such employment on
the terms and conditions set forth in the Employment Agreement, in each case as
amended hereby.
THE PARTIES AGREE as follows:
1. The Employment Agreement is hereby amended by inserting the following
Section 0.0.0.:
"3.2.1. Forgiveness of Additional Indebtedness. The Company agrees to
forgive the outstanding indebtedness of Executive to the Company in the
principal amount of $93,161, evidenced by a Promissory Note dated April 16,
1997, together with interest accrued and accruing thereon (collectively, the
"Aggregate Additional Indebtedness"), subject to the following terms. On the
first anniversary of the date of the Employment Agreement, 25% of the Aggregate
Additional Indebtedness then outstanding shall be forgiven; on the second
anniversary of the date of the Employment Agreement, 33-1/3% of the Aggregate
Additional Indebtedness then outstanding shall be forgiven; on the third
anniversary of the date of the Employment Agreement, 50% of the Aggregate
Additional Indebtedness then outstanding shall be forgiven;
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and any remaining Aggregate Additional Indebtedness shall be forgiven on the
fourth anniversary of the date of the Employment Agreement. All other terms and
conditions set forth in Section 3.2. with respect to the forgiveness of the
Aggregate Indebtedness shall also apply to the forgiveness of the Additional
Aggregate Indebtedness provided for in this Section 3.2.1, including without
limitation, additional payments on an After-Tax Basis and forgiveness in the
event of termination of employment or a Change in Control."
2. Except as amended hereby, the Employment Agreement shall continue in
full force and effect in accordance with its terms.
3. This First Amendment may be executed in one or more separate
counterparts, all of which taken together shall constitute one and the same
First Amendment Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the day and year first above written.
THE DII GROUP, INC.
By:
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Title:
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Xxxxxx X. Xxxxxx
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