EXHIBIT 10.5
FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
This First Amendment to the Change of Control Employment Agreement
dated as of [ ] (the "Change of Control Employment Agreement") between
Xxxxxx Inc. (the "Company") and [NAME] is entered into as of [DATE], 2004.
1. This Amendment shall become effective on the Effective Time (as defined in an
Agreement and Plan of Merger (the "Merger Agreement"), dated February 4, 2004 by
and among the Company, BC Merger Corp. and Cable Design Technologies Corporation
("CDT")); provided, however, that if the Effective Time does not occur, this
Amendment shall be null and void ab initio. This Amendment shall also be null
and void ab initio in the event the Company fails to satisfy its obligations
under that certain Retention and Integration Award letter agreement entered into
between the Executive and the Company on __________, 2004
2. Section 1.5 of the Change of Control Employment Agreement is hereby amended
by adding the following at the end of such section to read as follows:
Without limiting the generality of the foregoing, the consummation of
the transactions contemplated by Merger Agreement shall constitute a
Change of Control under this Agreement (the "Xxxxxx-CDT Merger").
3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is
hereby deleted in its entirety and replaced with the following:
(v) any voluntary termination of employment by the Executive where the
Notice of Termination is delivered within 30 days of the first
anniversary of a Change of Control; provided, however, that this clause
(v) may not be invoked for any Change of Control of the Company that
results solely from the Xxxxxx-CDT Merger.
4. The Change of Control Employment Agreement is hereby amended by adding the
following new Section 26 to read as follows:
26. ASSUMPTION. At the Effective Time, (i) CDT shall automatically and
without any further action on behalf of any party unconditionally
assume all of the obligations of Xxxxxx Inc. under this Agreement as
the primary obligor and (ii) references herein to the "Company" shall
be deemed references to CDT.
5. Capitalized terms used herein, unless otherwise defined herein, have the
meaning ascribed to such terms in the Change of Control Employment Agreement
and, except as
expressly provided herein all provision of the Change of Control Employment
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
XXXXXX INC.
By:
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Acknowledged and agreed with respect to Section 26
CABLE DESIGN TECHNOLOGIES CORPORATION
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