EXHIBIT 10.5
AMENDMENT TO THE
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------
This Amendment to the Amended and Restated Executive Employment Agreement
(the "Amendment") is made and entered into as of the 1st day of January, 1997
(the "Agreement") and hereby amends the Amended and Restated Executive
Employment Agreement made and entered into as of February 1, 1996 (the "Prior
Agreement") by and among Xxxx Electronics Corp. ("Xxxx"); Xxxx Electronics
Group, Inc. ("Group"); Harbor Electronics, Inc.; Xxxx Employment Company;
Specialty Connector Company; Socket Express, Inc.; Xxxx Technology, Inc.; Xxxx
Holdings U.S., Inc.; Xxxx Electronics Korea Ltd.; Xxxx Electronics B.V.; Xxxx
Electronics Manufacturing B.V.; Xxxx Electronics Distributor B.V.; Xxxx
Connector Systems S.L.; Xxxx Connector Systems GmbH; Bergtronics, O.y.; Xxxx
Electronics, s.r.l.; Xxxx Electronics Canada, Inc.; Xxxx Electronics Hong Kong
Limited; Xxxx Electronics Singapore PTE Ltd.; Xxxx Electronics S.A. (France);
CBOS Electronics, A.B.; Xxxx Electronics, S.A. (Switzerland); Connector
Systems Limited; TVS Xxxx Ltd.; Xxxx Electronics Taiwan Ltd.; Xxxx Electronics
Japan K.K.; Xxxx Electronics Engineering, K.K.; Xxxx Electronics China Ltd.;
Xxxx Electronics Nantong, Ltd.; Connector Systems (U.S.) Inc.; and Connector
Systems Technology, N.V. (all, including Xxxx and Group, collectively called
"Employer"), and Xxxxxx X. Xxxxx ("Employee").
W I T N E S S E T H :
WHEREAS, Employer and Employee previously entered into the Agreement;
WHEREAS, Employer and Employee desire to change the status of Employee;
and,
WHEREAS, both parties desire to continue the employment of Employee on a
partial basis and both desire to appropriately memorialize the terms and
conditions of such continued partial employment.
NOW, THEREFORE, Employee and Employer, in consideration of the
agreements, covenants and conditions herein, hereby agree that this Amendment
replaces and supersedes the Prior Agreement and agree as follows:
I. Section 1.(a) shall be deleted and the following shall be inserted
in lieu thereof:
a) Employment and Term. Employer hereby agrees to employ Employee
(hereinafter referred to as the "Employment") as the Vice Chairman of the
Board of Directors of Xxxx (the "Position"), and Employee agrees to be
employed by Employer in such Position, for a period ending on February 28,
2001, unless terminated earlier as provided herein (the "Employment Period").
In the event that termination (as hereinafter provided) has not occurred
prior to the last day of the Employment Period, unless either party shall have
given written notice to the contrary at least ninety (90) days prior to the
end of the Employment Period, the Employment Period shall annually renew for
one (1) year periods until terminated.
II. Section 2.(a) shall be deleted in its entirety and the following
shall be inserted in lieu thereof:
(a) Salary. Employer shall pay to Employee during the Employment
Period a salary as basic compensation for the services to be rendered by
Employee hereunder. The initial amount of such salary shall be One Hundred
Thousand Dollars ($100,000) per annum. Such salary shall be reviewed by the
Board of Directors of Xxxx (the "Board") and may be increased in the Board's
sole discretion but may not be reduced. Such salary shall accrue and be
payable in accordance with the payroll practices of Employer in effect from
time to time. All such payments shall be subject to deduction and withholding
authorized or required by applicable law.
III. Section 2(b) entitled Bonus is hereby deleted in its entirety
and the following provision is inserted in lieu thereof:
(b) Bonus. During the Employment Period, Employee shall be eligible
to receive an annual bonus (payable by the Employer) based upon Xxxx achieving
certain earnings per share objectives based on Xxxx'x consolidated fiscal year
results. This bonus shall be payable in cash incentive awards (and
restrictive stock if certain levels are achieved) to Employee to the extent
that actual consolidated earnings per share results meet or exceed certain
target performance levels which shall be established by the Compensation and
Stock Option Committee (the "Committee") of the Board of Directors in
accordance with the Compensation Policy adopted by the Committee as of the 5th
day of August, 1996, and as amended from time to time. To the extent that
Xxxx attains or exceeds a targeted performance level, Employee is entitled to
receive a cash incentive award (and an award of restrictive stock for
achieving results at or above an exceptional level of earnings per share
performance). Such bonuses are based upon the performance level as
established from time to time by the Committee. However, in addition, an
exceptional earnings per share performance may produce an exceptional short
term incentive pay out at the option of the Committee.
Other than the above deletion and replacement, the Agreement shall remain
in full force and effect and unamended.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
XXXX ELECTRONICS CORP.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXX
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Xxxxx X. Xxxxxxxx, Vice President Xxxxxx X. Xxxxx
XXXX ELECTRONICS GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
HARBOR ELECTRONICS, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX EMPLOYMENT COMPANY
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
SPECIALTY CONNECTOR COMPANY
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
SOCKET EXPRESS, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX TECHNOLOGY, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX HOLDINGS U.S., INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS KOREA LTD.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS B.V.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS MANUFACTURING B.V.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS DISTRIBUTOR B.V.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX CONNECTOR SYSTEMS S.L.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX CONNECTOR SYSTEMS GMBH
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
BERGTRONICS O.Y.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS S.R.L.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS CANADA, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS HONG KONG LIMITED
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS SINGAPORE PTE LTD.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS S.A. (France)
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
CBOS ELECTRONICS, A.B.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS, S.A. (Switzerland)
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
CONNECTOR SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
TVS XXXX LTD.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS TAIWAN LTD.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS JAPAN K.K.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS ENGINEERING, K.K.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS CHINA LTD.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
XXXX ELECTRONICS NANTONG, LTD.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
CONNECTOR SYSTEMS (U.S.), INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
CONNECTOR SYSTEMS TECHNOLOGY, N.V.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Vice President
