Exhibit 10.2
AGREEMENT OF INTERPRETATION
REGARDING EMPLOYMENT AGREEMENT
OF
XXXXX X. XXXXX
WHEREAS, Xxxxx X. Xxxxx (the "Executive" herein) and Xxxxxx
Technologies, Inc., a Florida corporation (the "Company" herein) have previously
entered into an Employment Agreement dated January 31, 1998 (the "Employment
Agreement"), which was subsequently amended by an "Amendment to Exhibit B of
Employment Agreement" dated September 10, 2001; and
WHEREAS, the parties to the Employment Agreement wish to set forth
their interpretation of certain actions to be taken by the Company with respect
to its employment of Executive;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.
Effective as of October 1, 2001 (the "Effective Date"), the parties
agree that the duties and responsibilities of the Executive under the Employment
Agreement shall be temporarily (for a period of 3 months from the Effective
Date) modified so that the Executive shall accept primary responsibility for
sales and marketing efforts of the Company in the Asia Pacific region. The
length of the temporary assignment may be extended only with the mutual consent
of both the Executive and the Company. The parties agree that this modification
of the duties and responsibilities of the Executive would otherwise be a
significant diminution of duties as defined by the Employment Agreement however,
the parties have agreed upon an exception to the Executive's duties as set forth
in Section 13 of the Employment Agreement only for the 3 month period as set
forth herein. As a result, the parties agree that this modification of the
duties of the Executive by the Company for the 3 month period does not result in
a "constructive discharge" of the Executive under Sections 4.A.1. and 4.D.4. of
Exhibit B of the Employment Agreement. Executives agreement to the terms herein
does not constitute a waiver of any terms of the Employment Agreement by the
Executive except as expressly set forth xxxxx for his change of duties during
the 3 months period.
2.
The parties hereto agree that the Executive's title is not being
modified by reason of the modification of the duties and responsibilities of the
Executive described under paragraph 1 above.
EXECUTIVE: COMPANY:
Xxxxxx Technologies, Inc.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------------------- ---------------------------------
Xxxxx X. Xxxxx
Date: October 23, 2001 Its: Chief Executive Officer
Date: October 23, 2001
