SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.13
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, which shall be deemed
effective as of the 17th day of December, 1997, is entered into by ITRON, INC.
(hereinafter referred to as the "Company") and XXXX XXXXXX XXXX (hereinafter
referred to as "Executive").
RECITAL
The Company and Executive are parties to an Employment Agreement, dated
as of November 22, 1995 (the "Employment Agreement"). Section 5.3 of the
Employment Agreement defines "Good Reason" for Executive to terminate his
employment with the Company, including inter alia failure by the Company to
offer Executive the position of Chief Executive Officer within two (2) years
after Executive's Start Date. The Company desires additional time to select a
successor Chief Executive Officer. Executive desires to continue to be
considered for the position of Chief Executive Officer of the Company beyond the
two (2) year period originally contemplated, to expand the definition of "Good
Reason" set forth in Section 5.3 of the Employment Agreement to include the
occurrence of his death or disability during a defined period and to convert the
Termination Amount described in Section 5.1 of the Employment Agreement to a
fixed cash amount. The Company and Executive therefore mutually agree to amend
with this document Sections 5.1 and 5.3 of the Employment Agreement, in
accordance with the provisions of Section 10.3 of the Employment Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. TERMINATION OTHER THAN FOR CAUSE
Subsection 5.1 of the Employment Agreement is amended to convert the
Termination Amount described therein to a fixed cash amount. The amended Section
5.1 of the Employment Agreement reads as follows:
"In the event that (a) the Company terminates this Agreement
for any reason other than Cause (as hereinafter defined), (b)
the Company gives written notice pursuant to Section 10.1
hereof that this Agreement shall not be extended, (c)
Executive terminates this Agreement for Good Reason (as
hereinafter defined), or (d) Executive gives written notice
pursuant to Section 10.1 hereof that the second or any
subsequent automatic renewal of this Agreement shall not
occur, then, and in any such event, (x) the dates as of which
any and all options theretofore granted to Executive to
purchase the Company's common stock would have become vested
in and exercisable by Executive but for the effect of this
Section 5 shall forthwith upon such termination be accelerated
by one year, (y) within ten (10) business days of such
termination, the Company shall pay Executive a Termination
Amount of $750,000, and (z) all salary, bonuses and payments
under employee benefit plans to which Executive may be
entitled (including, without limitation, the bonus described
in Section 2.2 hereof) shall become due and payable."
2. TERMINATION FOR GOOD REASON
Subsection (a) of Section 5.3 of the Employment Agreement is amended to
extend by six (6) months the time period of two (2) years described therein and
to expand the definition of "Good Reason" to include the executive's death or
disability within the defined period. The amended Section 5.3 of the Employment
Agreement reads as follows:
"'Good Reason' shall mean (a) any failure to offer Executive
the position of Chief Executive Officer of the Company on or
before May 24, 1998, (b) any offer to and acceptance of the
position of Chief Executive Officer of the Company by any
person other than Executive on or before May 24, 1998, (c) a
reduction in Executive's base salary, (d) any purported
termination of Executive's employment by the Company which is
not effected pursuant to the material requirements of this
Agreement, (e) a Change in Control (as identified in the
Change in Control Agreement annexed hereto as Exhibit II), or
(f) the death or disability (as defined and limited by Section
5.4 of the Agreement) of the Executive before May 24, 1998.
(In case of Executive's death before May 24, 1998, the
termination payment described in Section 5.1 of the Agreement
will be paid to Executive's estate.)"
3. COUNTERPARTS
This Second Amendment to Employment Agreement may be executed in
counterparts, each of which counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and entered into this
Second Amendment to Employment Agreement as of the date set forth above.
ITRON, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Its President and Chief Executive Officer
/s/ XXXX X. XXXX
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Xxxx Xxxxxx Xxxx
