Exhibit 10.154
AMENDMENT TO EMPLOYMENT CONTRACT
This Amendment to Employment Contract ("Amendment") is executed and
delivered as of October 25, 2003, by and between Xxxx Security
International, Inc., a Delaware corporation ("Company"), and Xxxxx X.
Xxxxxxx, Xx., an individual ("Employee").
RECITALS
The Company and Employee are parties to an Employment Contract dated August
12, 2003 ("Agreement"). The parties are entering into this Amendment to
provide that the Company may terminate the Agreement, after a Change of
Control Event, as defined in Paragraph 2(d) of the Agreement, provided (i)
Employee has been paid the $2,500,000 payment due Employee upon a Change of
Control Event, as set forth in Paragraph 2(d) of the Agreement, and (ii)
Employee is paid an amount equal to Employee's annual salary of $400,000
under Paragraph 2(a ) of the Agreement pro rated starting on the date the
Employee is terminated and ending August 12, 2006.
NOW, THEREFORE, in consideration of the mutual promises, terms and
conditions set forth herein and the performance of each, the parties hereby
agree as follows:
1. Change of Control Event Termination. In addition to the events set forth in
Paragraph 7(b) of the Agreement which allow the Company to terminate the
Employee's employment, the Company may terminate the Employee's employment,
as set forth in this Paragraph 1. The Company may terminate Employee's
employment under the Agreement effective upon written notice to Employee,
after the occurrence of a Change of Control Event, as defined in Paragraph
2(d) of the Agreement; provided, that (i) Employee has been paid the
$2,500,000 payment due Employee upon a Change of Control Event, as set
forth in Paragraph 2(d) of the Agreement, and (ii) Employee is paid with
the notice of termination an amount equal to the amount of annual salary
Employee would have been paid under Paragraph 2(a) of the Agreement from
the date of the notice of termination through August 12, 2006. If
Employee's employment is terminated by
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the Company, all rights and obligations of Company and Employee under the
Agreement shall cease immediately, except that Employee's obligations under
paragraphs 4, 5, and 6, and the Company's obligations under Paragraph 15 of
the Agreement shall survive such termination.
2. Complete Agreement. This Amendment and the Agreement is the final,
complete and exclusive statement and expression of the agreement between
Company and Employee, it being understood that there are no oral
representations, understandings or agreements covering the same subject
matter as this Amendment or the Agreement. This Amendment supersedes, and
cannot be varied, contradicted or supplemented by evidence of any prior or
contemporaneous discussions, correspondence, or oral or written agreements
of any kind. The Agreement is in full force and effect, except as
specifically modified by this Amendment.
IN WITNESS WHEREOF, the undersigned parties have executed
this Agreement on the year and day above written.
XXXX SECURITY INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx, Executive Vice President
/s/ Xxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxxx, Xx.
Amend
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