AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
This Amendment (the “Amendment”) to Employment
Agreement, dated as of November 5, 2009, is entered into by and between
BOLT TECHNOLOGY CORPORATION, a Connecticut corporation (the “Company”), and Xxxxxxx X.
Xxxx (the “Executive”).
WITNESSETH:
WHEREAS, the Company and the Executive
entered into an Employment Agreement effective as of June 10, 1996, as
amended by amendments effective as of September 20, 2001 and
November 20, 2007 (the “Employment Agreement”), in
connection with the employment by the Company of the Executive; and
WHEREAS, the Company and the Executive
desire to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the
mutual covenants and premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive agree as follows:
1. Paragraph
4(B) is hereby amended by deleting the words “thirty (30) days” in the last
sentence of said Paragraph and substituting in lieu thereof the words “sixty
(60) days”.
2. Paragraph
5 is hereby amended by deleting the first sentence of said Paragraph in its
entirety and substituting in lieu thereof the following:
Company
shall pay or promptly reimburse Executive for all travel, entertainment and
other expenses incurred by Executive in connection with the performance of his
duties under this Agreement upon presentation of such accounts and records as
may be reasonably requested by Company.
3. Paragraph
6 is hereby amended by deleting the last sentence of said Paragraph in its
entirety and substituting in lieu thereof the following:
During
the Term, Company recognizes Executive’s need for an automobile for business
purposes and shall provide Executive with the use of an automobile (comparable
to Executive’s current automobile) and prompt reimbursement for all related
expenses (e.g., gas, oil, insurance, maintenance, repairs, etc.) upon
presentation of such accounts and records as may be reasonably requested by
Company.
4. Paragraph
7(B) is hereby amended by deleting the second sentence of said Paragraph in its
entirety and substituting in lieu thereof the following:
Company
agrees to maintain, at all times during the Term, at Company’s expense, said
insurance policy and/or one or more insurance policies for comparable insurance,
with an insurer or insurers reasonably acceptable to Executive, on the life of
Executive payable to a beneficiary or beneficiaries chosen by Executive in an
aggregate amount of at least $620,000.00 (the “Executive Life
Insurance”).
5. Paragraph
7(C) is hereby deleted in its entirety and replaced with the
following:
(C) ADDITIONAL EXECUTIVE LIFE
INSURANCE. In addition to the insurance maintained pursuant to
Paragraph 7(B), Company agrees to obtain within 30 days of the date of this
Agreement and maintain at all times thereafter during the Term, at Company’s
expense, a term life insurance policy with an insurer reasonably acceptable to
Executive, on the life of Executive payable to a beneficiary or beneficiaries
chosen by Executive in an aggregate amount of at least $500,000.00 (the
“Additional Executive Life Insurance”). The Company shall pay all
premiums that become due on the Additional Executive Life Insurance at least 15
days before the end of the applicable grace period and upon demand exhibit from
time to time to Executive due proof of such payment. If any premium
shall remain unpaid 15 days before the end of the grace period, Executive may
pay or cause the premium to be paid, and thereupon Executive shall be entitled
to reimbursement from the Company. Company shall do everything
necessary to maintain the Additional Executive Life Insurance in full force and
effect and shall not pledge any Additional Executive Life Insurance as
collateral for any corporate obligation. Upon the termination of
Executive’s employment under this Agreement for any reason, Company shall,
within 30 days after such termination or, if applicable, the time specified in
Paragraph 12(N), transfer, free and clear of liens and security interests, the
ownership of the Additional Executive Life Insurance to Executive or his
designee. For the avoidance of doubt, the Additional Executive Life
Insurance shall be in addition to and not in substitution for any of the
Executive Life Insurance maintained by Company on the life of Executive pursuant
to Paragraph 7(B).
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6. Paragraph
8(A) is hereby amended by deleting the last two sentences of said Paragraph in
their entirety and substituting in lieu thereof the following:
Upon any
such termination, Company shall pay to Executive, on the date of such
termination or, in the case of accrued bonus, within sixty (60) days after the
end of the fiscal year in which such termination occurs, all accrued but unpaid
amounts payable hereunder with respect to the period prior to the date of
termination (including, without limitation, accrued bonus and unused vacation
pay). In addition, after such termination, Executive shall be
entitled to receive any and all benefits payable under any disability insurance
coverage maintained by the Company with respect to Executive.
7. Paragraph
8(B) is hereby amended and restated in its entirety as follows:
(B) DEATH. The
term of Executive’s employment under this Agreement will terminate automatically
upon Executive’s death. In the event of Executive’s death, his right
to all further compensation hereunder shall cease, except that his legal
representative shall be entitled to receive, on a pro rata basis for the period
ending with the last day of the month in which death shall have occurred,
compensation hereunder at his then base salary, including, without limitation,
compensation payable during any Disability Period, accrued and unused vacation
pay and any accrued bonus. Such amounts shall be paid within thirty
(30) days of Executive’s death or, in the case of accrued bonus, within sixty
(60) days after the end of the fiscal year in which Executive’s death
occurs. The foregoing shall be in addition to the proceeds of any
life insurance covering Executive.
8. Paragraph
9(B) is hereby amended and restated in its entirety as follows:
(B) If
Company terminates this Agreement for other than Cause or Executive terminates
this Agreement for Good Reason, then Company shall be obligated to:
(i) pay
to Executive, within thirty (30) days after the date of such termination or, in
the case of accrued bonus, within sixty (60) days after the end of the fiscal
year in which such termination occurs, all accrued but unpaid amounts payable
hereunder with respect to the period prior to the date of termination
(including, without limitation, accrued bonus and unused vacation pay);
and
(ii) pay
to Executive any and all sums which would have become payable to Executive under
this Agreement during the three (3) year period following the date of such
termination (the “Severance Period”). Said sums are sometimes
hereinafter referred to as the “Severance Period Payments”. The
Severance Period Payments shall be paid in a lump sum within 30 days after such
termination or the time specified in Paragraph 12(N), as the case may
be. Said lump sum amount shall be computed without any discount for
present value. The Severance Period Payments shall be computed based
upon (a) base salary increasing at 105% per year, and (b) annual performance
bonuses based upon the average of the three (3) highest such bonuses during the
five (5) fiscal years preceding the date of such termination. For
purposes of clause (b) of the immediately preceding sentence, the calculation of
the annual performance bonus for any given fiscal year shall be the sum of (i)
the cash bonus paid to Executive in respect of such fiscal year (regardless of
whether such cash bonus was paid prior to or after the end of such fiscal year),
and (ii) the Fair Market Value (as defined in the Company’s Amended and Restated
2006 Stock Option and Restricted Stock Plan) as of the date of award of any
shares of restricted stock awarded to Executive as part of Executive’s annual
performance bonus in respect of such fiscal year (regardless of whether such
award was made prior to or after the end of such fiscal year and regardless of
whether such stock is forfeited upon Executive’s termination); and
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(iii) during
the Severance Period, continue to provide Executive with the Executive Life
Insurance and the Additional Executive Life Insurance and with participation in
(or, if such participation is not permitted under the terms of the applicable
Plan or Program, as soon as Company is permitted to do so in accordance with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the
economic equivalent to Executive of participation in) all Plans and/or Programs
in accordance with Paragraph 7 above; provided, that, if Company is prohibited
from paying the premiums for the Executive Life Insurance and/or the Additional
Executive Life Insurance during any portion of the Severance Period as a result
of the provisions of Section 409A of the Code, Executive may pay such premiums
and, as soon as Company is permitted to do so in accordance with Section 409A of
the Code, Company shall reimburse Executive for all such premiums paid by
Executive upon presentation of such accounts and records as may be reasonably
requested by Company.
9. Paragraph
9(C) is hereby amended and restated in its entirety as follows:
(C) If
Company terminates this Agreement for Cause, or if Executive terminates this
Agreement for other than Good Reason, then Company shall pay to Executive,
within thirty (30) days after the date of such termination or, in the case of
accrued bonus, within sixty (60) days after the end of the fiscal year in which
such termination occurs, all accrued but unpaid amounts payable hereunder with
respect to the period ending on the date of termination (including, without
limitation, accrued bonus and unused vacation pay).
10. Paragraph
9(E)(i) is hereby amended and restated in its entirety as follows:
(i) the
Company shall materially breach this Agreement, and fail to cure such breach
within thirty (30) days after the first notice by Executive to the Company of
the breach, which notice must be given to Company no later than ninety (90) days
following the initial occurrence of the material breach (or, if the nature of
such breach is such that it cannot reasonably be completely cured within 30
days, if Company shall not have commenced to cure said breach within said 30 day
period and thereafter diligently pursued said cure to completion);
or
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11. Except
as amended by this Amendment, the Employment Agreement shall remain unaffected
and in full force and effect.
12. This
Amendment may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date and year first above written.
| BOLT TECHNOLOGY CORPORATION | |||
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By:
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/s/ Xxxxxx Xxxxxx | |
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Name:
Xxxxxx Xxxxxx
Title:
Senior Vice President-Finance and
Chief
Financial Officer
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| /s/ | Xxxxxxx X. Xxxx | ||
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Xxxxxxx
X. Xxxx
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