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MATERIAL CONTRACTS
EXHIBIT 10.0 (III)
SECOND ADDENDUM
TO
JUNE 11, 1997 MANAGEMENT AGREEMENT
AND
FIRST ADDENDUM
TO
AUGUST 13, 1998 MANAGEMENT AGREEMENT
AND
AMENDMENT
TO
NON-QUALIFIED STOCK OPTION AGREEMENT DATED AUGUST 13, 1998
These ADDENDA to the Management Agreement executed by and between
Xxxxxxx X. Xxxxxxx (the "Executive") and Xxxxx Technologies, Inc. (formerly
known as Figgie International Inc. and hereinafter called the "Company") as of
June 11, 1997 (the "1997 Agreement") and the contingent Management Agreement
executed by and between the Executive and the Company as of August 13, 1998 (the
"1998 Agreement") and this AMENDMENT to the Non-Qualified Stock Option Agreement
executed by and between the Executive and the Company as of August 13, 1998 (the
"Option Agreement") is entered into as of this 30th day of October, 1998, by and
between the Company and the Executive.
WHEREAS, the 1998 Agreement and the Option Agreement as currently
written will not become effective if the Executive gives notice to the Company
by October 31, 1998 of his intent to quit the employ of the Company; and
WHEREAS, it is desirable for the Company to extend the date by which
the Executive must give such notice to the Company from October 31, 1998 to
November 16, 1998;
NOW THEREFORE, in consideration of the foregoing, the Company and the
Executive agree as follows:
(1) Effective November 17, 1998 if the Executive has not given
notice of his intent to quit
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the employ of the Company, the Executive agrees to the elimination of any and
all of his benefits (including any which would be payable as a result of his
death) under the Company's Senior Executive Benefits Program in exchange for
three thousand seven hundred sixty (3,760) stock options pursuant to the Option
Agreement which options shall have an option price equal to the value of the
Company's Class A Common Stock at the close of business on November 16, 1998.
(2) Effective as of October 30, 1998, the Company and the
Executive hereby agree that Section 3.4 of the 1997 Agreement shall be deemed to
be modified to read as follows:
"3.4 VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON.
In the event that the Executive terminates his employment with Good
Reason as defined below in this Section 3.4, the Executive will be
entitled to receive the Severance Benefits set forth in Section 3.7
hereof and, if he qualifies therefor, the Severance Pay set forth in
Section 3.8 hereof. For purposes of this Agreement, an Executive shall
be deemed to have terminated his employment for 'Good Reason' if his
termination of employment occurs prior to December 31, 1998 and he
gives the Company advance written notice of his termination of
employment at least forty-five (45) days prior to his termination of
employment and, in any event, by November 16, 1998."
(3) As of October 30, 1998, the Company and the Executive
agree that the 1998 Agreement shall become effective as of November 17, 1998
unless the Executive provides written notice to the Company on or before
November 16, 1998 of his intention to terminate his employment with the Company
and further agree that the first three (3) sentences of Section 1 and Section
6.8 in its entirety shall be deemed to be modified to read as follows:
"This Agreement shall become effective November 17, 1998
provided that the Executive has not prior thereto given notice of his
termination of employment with 'Good Reason' as set forth in Section
3.4 of the Management Agreement between the Company and the Executive
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dated June 11, 1997 as modified by Addenda dated August 13, 1998 and
October 30, 1998. If such notice is given prior to November 17, 1998,
then this Amended and Restated Management Agreement shall be null and
void. The Company will employ the Executive in accordance with the
terms and conditions set forth herein as of November 17, 1998 and
extending for an initial period ending December 31, 2000 (the >initial
period'), subject, however, to earlier termination as expressly
provided herein."
"6.8 REPLACEMENT OF EXISTING CONTRACT. If this Agreement
becomes effective pursuant to Section 1 hereof, it will replace the
Management Agreement dated June 11, 1997 between the Company and the
Executive and the Addenda to such Agreement dated August 13, 1998 and
October 30, 1998."
(4) Effective as of October 30, 1998, the Company and the
Executive hereby agree that Section 1(h) of the Option Agreement shall be deemed
to be modified to read as follows:
"(h) The words 'Effective Date' shall mean November 17,
1998."
(5) Effective as of October 30, 1998, the Company and the
Executive hereby agree that Section 2 of the Option Agreement shall be deemed to
be modified to read as follows:
"2. Grant of Option. Effective as of the Effective Date,
subject to all of the terms and provisions of this Agreement, the
Company grants to the Optionee, upon the terms and conditions set forth
hereinafter, the right and option to purchase all or any lesser number
of an aggregate of three thousand seven hundred sixty (3,760) Class A
Common Shares at an Option Price per share equal to the closing sale
price of a Class A Common Share as reported on the NASDAQ National
Market System on November 16, 1998. All of such Class A Common Shares
are intended to be the subject of a non-qualified stock option, and
none of such Class A Common
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Shares are intended to be the subject of an Incentive Stock Option."
(6) These Addenda and this Amendment supersede any contrary
provisions of the 1997 Agreement, the 1998 Agreement and the Option Agreement.
IN WITNESS WHEREOF, the Executive and the Company have executed these
Addenda to the 1997 and 1998 Agreements and this Amendment to the Option
Agreement as of the day and year first above written.
XXXXX TECHNOLOGIES, INC.
By: /s/
-----------------
Xxxx X. Xxxxxxxxx
And: /s/
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Xxxxx X. Xxxxxxx
/s/
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Xxxxxxx X. Xxxxxxx
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