Exhibit 10.1
ADDENDUM TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
TAB PRODUCTS, CO. AND XXXXXX XXXXX
This Addendum hereby amends the employment agreement by and between TAB
Products, Co. (the "Company") and Xxxxxx Xxxxx (the "Executive"), effective
January 27, 1997 (the "Employment Agreement") to provide as follows:
1. DEFINITION OF "TRANSFER OF CONTROL".
A. A "Transfer of Control" shall, in addition to the
definition set forth in Section 3(e) of the Employment
Agreement, mean the occurrence of either of the following
events:
(1) the complete dissolution or liquidation of
the Company; or
(2) a change in the Board of Directors of the
Company within a two-year period, as a
result of which fewer than a majority of the
Directors are Incumbent Directors.
For purposes of this Addendum, an Incumbent Director
is any director who is either: (a) a director of the Company
as of the effective date of this Addendum; or (b) a director
who is appointed or nominated for election to the Board of
Directors of the Company by the Board of Directors or its
nominating committee and whose nomination or appointment is
approved by with the affirmative votes of at least a majority
of the Incumbent Directors at the time of such appointment or
nomination (but shall not include an individual whose election
or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors to the
Company).
2. SECTIONS 5(b) AND 5(c): TERMINATION WITHOUT CAUSE AND
TERMINATION WITHOUT CAUSE FOLLOWING A TRANSFER OF CONTROL.
A. LUMP SUM PAYMENTS. Notwithstanding anything set forth in
the Employment Agreement, all severance payments made
pursuant to Sections 5(b) and 5(c) of the Employment
Agreement shall be paid in a lump sum within thirty (30)
days of the termination of employment.
B. COBRA. If Executive becomes entitled to severance payments
pursuant to either Section 5(b) or 5(c) of the Employment
Agreement and if Executive elects continued medical
insurance coverage in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the
Company shall pay Executive's COBRA
premiums for the duration of such COBRA coverage, or
twenty-four (24) months, whichever is less. If
Executive's medical coverage immediately prior to the
date of termination included Executive's dependents,
the Company paid COBRA premiums shall include such
dependents.
Executed effective as of September 21, 1999.
TAB Products, Co.
By: /s/ Xxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
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Xxxx X. Xxxx Xxxxxx Xxxxx
Its: Chairman
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