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EXHIBIT 10.5(a)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment made as of the 3rd day of March, 2000, to an
Employment Agreement made as of the 8th day of January, 1998 between EG&G, Inc.,
now PerkinElmer, Inc., a Massachusetts corporation (hereinafter called the
"Company"), and Xxxxxxx X. Xxxxx (hereinafter referred to as the "Employee").
WITNESSETH:
WHEREAS, the Employee and the Company entered into an Employment
Agreement dated as of the 8th day of January, 1998; and
WHEREAS, the Employee and the Company amended said Employment
Agreement by an instrument dated as of the 5th day of November, 1999 (the
"Amendment"); and
WHEREAS, the Employee and the Company wish to amend said Employment
Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows, effective as of the date hereof, except
as otherwise provided:
1. Paragraph 6(a)(iv) of the Employment Agreement, as
amended by the Amendment, is hereby further amended by
deleting the reference to "Paragraph 5g" and replacing
it with "Paragraph 5h", effective as of the effective
date of the Amendment.
2. Paragraph 6(b) of the Employment Agreement, as amended
by the Amendment, is hereby amended to read in its
entirety as follows;
"b) For purposes of this Agreement, a
"Change in Control of the Company" means an
event or occurrence set forth in any one or
more of clauses (i) through (iv) below
(including an event or occurrence that
constitutes a Change in Control under one
or such clauses but is specifically
exempted from another such clause):
(i) the acquisition by an
individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of
the
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Securities Exchange Act of 1934, as amended
(the "Exchange Act") (a "Person") of
beneficial ownership of any capital stock or
the Company if, after such acquisition, such
Person beneficially owns (within the meaning
of Rule 13d-3 promulgated under the Exchange
Act) 20% or more of either (1) the
then-outstanding shares of common stock of
the Company (the "Outstanding Company Common
Stock") or (2) the combined voting power of
the then-outstanding securities of the
Company entitled to vote generally in the
election of directors (the "Outstanding
Company Voting Securities"); provided,
however, that for purposes of this paragraph
(i), the following acquisitions shall not
constitute a Change in Control: (1) any
acquisition directly from the Company
(excluding an acquisition pursuant to the
exercise, conversion or exchange of any
security exercisable for, convertible into
or exchangeable for common stock or voting
securities of the Company, unless the Person
exercising, converting or exchanging such
security acquired such security directly
from the Company or an underwriter or agent
of the Company), (2) any acquisition by the
Company, (3) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or (4) any
acquisition by any corporation pursuant to a
transaction which complies with subclauses
(1) and (2) or clause(iii) of this Section
6b; or
(ii) such time as the Continuing
Directors (as defined below) do not
constitute a majority of the Board (or, if
applicable, the Board of Directors of a
successor corporation to the Company),
where the term "Continuing Director" means
at any date a member of the Board (1) who
was a member of the Board on the date of
the execution of this Agreement or (2) who
was nominated or elected subsequent to such
date by at least a majority of the
directors who were Continuing Directors at
the time of such nomination or election or
whose election to the Board was recommended
or endorsed by at least a majority of the
directors who were Continuing Directors at
the time of such nomination or election;
provided, however, that there shall be
excluded from this clause (2) any
individual whose initial assumption of
office occurred as a result of an actual or
threatened election contest with respect to
the election or removal of directors or
other actual or threatened solicitation of
proxies or consents, by or on behalf of a
person other than the Board; or
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(iii) the consummation of a
merger, consolidation, reorganization,
recapitalization or statutory share
exchange involving the Company or a sale or
other disposition of all or substantially
all of the assets of the Company (a
"Business Combination"), unless,
immediately following such Business
Combination, each of the following two
conditions is satisfied: (1) all or
substantially all of the individuals and
entities who were the beneficial owners of
the Outstanding Company Common Stock and
Outstanding Company Voting Securities
immediately prior to such Business
Combination beneficially own, directly or
indirectly, more than 50% of the
then-outstanding shares of common stock and
the combined voting power of the
then-outstanding securities entitled to
vote generally in the election of
directors, respectively, of the resulting
or acquiring corporation in such Business
Combination (which shall include, without
limitation, a corporation which as a result
of such transaction owns the Company or
substantially all of the Company's assets
either directly or through one or more
subsidiaries) (such resulting or acquiring
corporation is referred to herein as the
"Acquiring Corporation") in substantially
the same proportions as their ownership,
immediately prior to such Business
Combination, of the Outstanding Company
Stock and Outstanding Company Voting
Securities, respectively; and (2) no Person
(excluding the Acquiring Corporation or any
employee benefit plan (or related trust)
maintained or sponsored by the Company or
by the Acquiring Corporation) beneficially
owns, directly or indirectly, 20% or more
of the then outstanding shares of common
stock of the Acquiring Corporation, or of
the combined voting power of the
then-outstanding securities of such
corporation entitled to vote generally in
the election of directors (except to the
extent that such ownership existed prior to
the Business Combination); or
(iv) approval by the
stockholders of the Company or a complete
liquidation or dissolution of the Company."
3. Except as provided above, the Employment Contract, as amended by the
Amendment, shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused its seal to be hereunto affixed and
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these presents to be signed by its proper officers, and the Employee has
hereunto set his hand and seal the day and year first above written.
(SEAL) PerkinElmer, Inc.
By: /s/Xxxxxxx X. Xxxxx
Employee: /s/Xxxxxxx X. Xxxxx
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