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EXHIBIT 10.21
SECOND AMENDMENT TO
EMPLOYMENT CONTRACT
This Second Amendment to Employment Contract ("Amendment") is made as
of this 23rd day of June, 1997, by and between Xxxxxxx Technologies, Inc.,
(formerly Xxxxxxx Laboratories, Inc.) a Delaware corporation ("Company") and
Xx. Xxxxxxx Xxxxxxxxx, an individual ("Executive").
WHEREAS, the Company and Executive are parties to that certain Chief
Executive Officer Employment Contract, dated March 25, 1996, as amended by that
certain Amendment to Employment Contract, dated March 28, 1996, ("Employment
Contract"), pertaining to certain terms and conditions of Executive's
employment by the Company as Chief Executive Officer; and
WHEREAS, the parties desire to set forth herein amendments which have
been agreed to with respect to various aspects of the Employment Contract;
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENT TO SECTION 1. Section 1 of the Employment Contract
is hereby amended as follows:
(a) The date "July 31, 1998" is deleted from the first sentence
and replaced with the date "July 31, 2000".
(b) Just before the last sentence of Section 1 the following
new sentence is added: "The Board shall terminate the relevant terms of Section
3 Compensation of Executive applicable to each of the years ending July 31,
1999, and July 31, 2000, prior to the beginning of each such year, which
relevant terms shall be no less favorable to Executive than such terms as are
applicable for the year ending July 31, 1998."
2. AMENDMENT TO SECTION 3(a). Section 3(a) is hereby amended by
adding after the first sentence thereof the following sentence: "Effective
August 1, 1997, Executive shall be paid
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a base salary at the annual rate of $450,000, payable in installments
consistent with the Company's payroll practices."
3. AMENDMENT TO SECTION 3(b)(3). Section 3(b)(3) is hereby amended to
change the figure "$400,000" the first time it appears in such section to the
figure "$900,000" and to change the figure "$400,000" the second time it
appears in the section to the figure "$450,000".
4. AMENDMENT TO SECTION 3(c). A new Section 3(c)(3) is added as
follows:
"(3) Additional Options. On the date of this Amendment Executive shall
receive options under the Company's 1995 Stock Option Plan for 50,000 shares,
which options shall be incentive stock options to the maximum extent permitted
by applicable law. Such options shall be for a ten-year term and be on the same
terms and conditions as the options described in clause (2) above in this
Section 3(c), including the vesting schedule with vesting measured from the
date of this Amendment. Promptly following the closing of an underwritten
public offering of shares of common stock by the Company, the Board will
consider the grant of additional options to Executive."
5. AMENDMENT TO ADD SECTION 3(g). A new Section 3(g) is added as
follows:
"(g) Commencing August 1, 1997, Executive shall be entitled to a car
allowance consistent with such allowances being paid to other executives of the
Company."
6. EFFECT OF AMENDMENT. This Second Amendment to Employment Contract
is effective as of the date set forth above and as amended herein, the
Employment contract remains in full force and effect.
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SIGNATURES. The parties hereto have executed this Amendment as of the
date first above mentioned.
XXXXXXX TECHNOLOGIES, INC.
By [SIG]
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/s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
