Exhibit 10.5
AMENDMENT NO. 4 TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
Amendment No. 4, dated as of March 31, 1999, to the
Amended and Restated Executive Employment Agreement, dated as of
August 1, 1992, as amended (the "Amended Agreement") by and between
Del Global Technologies Corp. (formerly known as Del Electronics
Corp.) (the "Corporation") and Xxxxxxx X. Xxxxxxx ("Executive").
Capitalized terms utilized herein and not defined herein shall have
the respective meanings ascribed to them in the Amended Agreement.
WHEREAS, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto have agreed to amend a certain provision of the Amended
Agreement.
NOW THEREFORE, the parties hereto mutually agree as
follows:
Section 1. Section 9.1 of the Amended Agreement is
hereby amended by adding the following sentence at the end of such
section:
"In the event of a Change in Control, all stock options
of the Corporation granted to Executive which have not vested shall be
immediately vested."
Section 2. In all other respects the Amended Agreement
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment no. 4 to the Amended Agreement as of the date set forth
above.
DEL GLOBAL TECHNOLOGIES CORP.
By:/S/XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Chief Financial Officer
/S/XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
