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EXHIBIT 10.2
AGREEMENT TO BE BOUND BY
SEVERANCE AGREEMENTS AND EMPLOYMENT AGREEMENT
THIS AGREEMENT TO BE BOUND BY SEVERANCE AGREEMENTS AND EMPLOYMENT
AGREEMENT (this "Agreement") is made as of the 3rd day of May, 1998, by Xxxxxx
Instrument Corporation, an Indiana corporation ("Xxxxxx"), and Electronic
Designs, Inc., a Delaware Corporation ("EDI").
RECITALS
WHEREAS, EDI is party to (i) that certain Severance Agreement, dated
as of December 21, 1994, by and between EDI and Xxxxxx X. XxXxxxxxxx, as
amended, and (ii) that certain Severance Agreement, dated as of December 21,
1994, by and between EDI and Xxxxx X. Xxxxxxx, as amended (together, the
"Severance Agreements");
WHEREAS, EDI is party to that certain Employment Agreement, dated as
of October 10, 1995, by and between EDI and Xxxxxx X. XxXxxxxxxx, as amended
(the "Employment Agreement");
WHEREAS, Xxxxxx and EDI are parties to that certain Agreement and Plan
of Merger, dated as of May 3, 1998, by and among Xxxxxx, XXX and Acquisition
Subsidiary (the "Merger Agreement"), pursuant to which Acquisition Subsidiary
will merge with and into EDI (the "Merger"). Unless otherwise defined herein,
capitalized terms shall have the respective meanings set forth in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Agreement to Be Bound by Severance Agreements. Effective
immediately upon the Effective Time of the Merger, Xxxxxx agrees to be bound by
all of the obligations, terms and conditions of the Severance Agreements and
any and all references to EDI contained therein shall be deemed to be
references to Xxxxxx, as the context so requires with regard to the obligations
of EDI thereunder.
2. Agreement to Be Bound by Employment Agreement. Effective
immediately upon the Effective Time of the Merger, Xxxxxx agrees to be bound by
all of the obligations, terms and conditions of the Employment Agreement and
any and all references to EDI contained therein shall be deemed to be
references to Xxxxxx, as the context so requires with regard to the obligations
of EDI thereunder.
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3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have hereunto each caused this
Agreement to be executed as of the day and year first above written.
XXXXXX INSTRUMENT CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: President & CEO
ELECTRONIC DESIGNS, INC.
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Executive Officer
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