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EXHIBIT 10.29
SECOND AMENDMENT TO
XXXXXXXX.XXX, INC. EMPLOYMENT AGREEMENT
OF XXXXXX X. XXXXXXX
This Second Amendment (the "AMENDMENT") to the Xxxxxxxx.xxx, Inc.
Employment Agreement by and between Xxxxxxxx.xxx, Inc. and Xxxxxx X. Xxxxxxx
dated July 1, 1999 (the "AGREEMENT") is made and entered into as of May ______,
2000 by and among Xxxxxxxx.xxx, Inc., a Delaware corporation (the "COMPANY"),
and Xxxxxx X. Xxxxxxx (the "EXECUTIVE") (collectively, the Company and the
Executive, the "PARTIES"). Each capitalized term herein not otherwise defined
shall have the meaning ascribed to it in the Agreement.
W I T N E S S E T H:
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WHEREAS, the Parties have determined that certain provisions of the
Agreement should be amended to precisely reflect the original agreement of
Parties;
WHEREAS, Executive shall receive continued employment with the Company as
consideration from the Company to execute this Agreement; and
WHEREAS, the Parties have agreed that certain provisions of the Agreement
should be amended to reflect certain recent approvals and/or amended policies
adopted by the board of directors of the Company:
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Insert the following provision as Section 30 of the Agreement:
Parachute Payments. If any severance and other benefits provided to the
Executive under this Employment Agreement, including but not limited to any
provisions in any stock option or equity incentive plan of the Company or
all of the Executive's unvested stock options or restricted stock awards
then outstanding, would constitute "parachute payments" within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended (the
"CODE"), and would be subject to the excise tax imposed by Section 4999 of
the Code, then the Executive's severance and other benefits will be
payable, at the Executive's election, either in full or in such lesser
amount as would result, after taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999 of
the Code, in the Executive's receipt on an after-tax basis of the greatest
amount of severance and other benefits.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
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COMPANY: EXECUTIVE:
XXXXXXXX.XXX, INC.
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Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
SVP HR, Legal and Corporate Secretary
