Exhibit 10.43
March 28, 2001
Xxxxx X. Xxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
This letter will serve as Amendment No. 1 to an agreement dated April 27, 2000
between Xxxxxxx Technology Company, Inc. (the "Company") and you (the
"Employment Agreement").
The Company and you hereby agree to amend Paragraph 3 of the Employment
Agreement as follows:
3. Stock and Loans. In order to permit you (but only if you, in your sole
discretion so elect) to purchase shares of the Company's Class A Common
Stock, par value $.01 per share (the "Class A Stock") and/or the
Company's Class B Common Stock, par value $.01 per share (the "Class B
Stock"), that may become available from time to time, you shall be
eligible, to the extent allowable under the Company's various loan
covenants or any other legal restrictions under which the Company may
operate, to obtain loans from the Company in the aggregate principal
amount of up to twice your then-current base salary which shall be used
by you to purchase such shares of Class A Stock and/or Class B Stock.
Any loans made under this section shall (i) not exceed one million
dollars ($1,000,000.00) in the aggregate, (ii) bear interest, payable
annually, at a rate equal to the Company's borrowing rate (as adjusted
on the first day of each calendar quarter) on its U.S. short-term
banking facilities, (iii) require pledging by you to the Company of all
shares of Class A Stock and/or Class B Stock purchased using the
proceeds of any such loans (until sold in part or in full as described
herein), and (iv) require repayment by you within six (6) months of the
last day of your employment by the Company, except in case of your
death, in which instance repayment shall be within twelve (12) months of
the date of your death. Notwithstanding anything to the contrary
contained in this Paragraph 3, if at any time you sell any of such
shares of Class A Stock and/or Class B Stock while any amount of any
said loan remains unpaid, you shall, within five (5) days of receipt of
the funds from such sale, pay to the Company, in repayment of part or
all, as the case may be, of any said loan, an amount equal to (a) that
amount (the "Principal Repayment") equal to the
Amendment
March 28, 2001
Page 2 of 2
product of (i) the aggregate unpaid amount of all such loans, multiplied
by (ii) a fraction, the numerator of which is the number of shares of
the Class A Stock and/or Class B Stock sold and the denominator of which
is the number of shares of Class A Stock and/or Class B Stock purchased
using the proceeds of all such loans (provided, however that the
Principal Repayment shall not exceed the unpaid balance of all such
loans), plus (b) any accrued but unpaid interest on the amount of the
Principal Repayment to the date of such repayment.
The balance of the Agreement remains as originally agreed to.
XXXXXXX TECHNOLOGY COMPANY, INC.:
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chairman and CEO
ACCEPTED AND AGREED TO:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Date: 8-20-01
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