EXHIBIT 10.8
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 8th day of December, 1995 by and between GLENAYRE
TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and XXXXX X.
XXXXXXXXX.
Statement of Purpose
The Corporation and the Executive entered into an Employment Agreement
dated as of June 21, 1995 (the "Employment Agreement"). The Corporation and the
Executive desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Statement of Purpose
and the terms and provisions of this Agreement, the parties hereto agree as
follows:
I. Paragraph 1(a) of the Employment Agreement is hereby amended to read
as follows:
"(a) Employment. The Corporation hereby employs the Executive,
and the Executive hereby agrees to serve, as President and Chief
Executive Officer of the Corporation, provided that at such time as the
Board of Directors of the Corporation (the `Board') shall determine,
but in no event later than January 1, 1997, the Executive shall become
Vice Chairman of the Board and Chief Executive Officer of the
Corporation. The Executive shall be nominated for re-election to a new
three-year term as a member of the Board at the Corporation's 1996
annual shareholders' meeting."
II. Paragraph 2(a) of the Employment Agreement is hereby amended to
read as follows:
"(a) Term. The initial term of the Executive's employment
hereunder shall commence on the Effective Date and shall continue until
December 31, 1997. The term of the Executive's employment hereunder
shall be renewed for successive one-year renewal terms thereafter
unless written notice is given by either party to the other party not
less than 90 days prior to the expiration of the initial term or any
renewal term. The initial term and each renewal term are referred to
collectively in this Agreement as the `Term.'"
III. Paragraph 2(b) of the Employment Agreement is hereby amended to
add the following Paragraph 2(b)(5):
"(5) The Corporation may terminate the Executive's employment
hereunder for any reason whatsoever upon 60 days prior written notice
of such termination to the Executive during the initial term of his
employment hereunder or upon 14 days prior written notice of such
termination to the Executive during any renewal term of his employment
hereunder, provided that the Corporation complies with the provisions
of Paragraph 2(f)(1),(2),(4) and (6) below."
IV. Paragraph 2(c)(1) of the Employment Agreement is hereby amended to
read as follows:
"(1) the Executive's resignation from the office of President
and Chief Executive Officer or Vice Chairman of the Board and Chief
Executive Officer (as applicable at the time) without the Corporation's
prior consent;"
V. Paragraph 2(e)(1) of the Employment Agreement is hereby amended to
read as follows:
"(1) except where such failure or change is specifically
approved by the Executive (whether as a member of the Board or
individually), failure to elect or reelect or to appoint or reappoint
the Executive either to the office of President and Chief Executive
Officer of the Corporation or Vice Chairman of the Board and Chief
Executive Officer of the Corporation, or any other material change by
the Corporation of the Executive's functions, duties or
responsibilities which would cause the ranking or level, dignity,
responsibility, importance or scope of the Executive's position with
the Corporation to become of less dignity, responsibility, importance
or scope from the position and attributes thereof described in
Paragraph 1 above; provided, however, that the Executive must first (i)
provide the Board with written notice specifying the particular failure
of the Corporation under this Paragraph 2(e)(1), and (ii) allow the
Board 60 days from receipt of notice to cure such failure;"
VI. Paragraph 2(e)(7) of the Employment Agreement is hereby amended to
read as follows:
"(7) Any change in the principal office of the Corporation to
a location which is more than 30 miles from its current location at
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx."
VII. Paragraph 2(f)(2) of the Employment Agreement is hereby amended to
read as follows:
"(2) In the event that the Executive's employment hereunder is
terminated (i) by the Corporation because of the Executive's `Total and
Permanent Disability' pursuant to Paragraph 2(b)(2) above, (ii) because
of the
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Executive's death pursuant to Paragraph 2(b)(4) above, (iii) by the
Executive for `Good Reason' pursuant to Paragraph 2(b)(3) above or (iv)
by the Corporation pursuant to Paragraph 2(b)(5) above, then and in any
such event, the Corporation shall also pay to the Executive a pro rata
share of his bonus under the Management by Objectives Bonus Plan
described in Paragraph 3(b) below for the fiscal year of the
Corporation in which such termination occurs, calculated, for purposes
of determining whether the targets contained therein have been met,
under the assumption that the results of operations and financial
condition of the Corporation (or any applicable subsidiary) as of the
termination date shall continue on the same basis through the end of
such fiscal year."
VIII. Paragraph 2(f)(3)(i) of the Employment Agreement is hereby
amended to read as follows:
"(i) by the Corporation without `Cause'"
IX. Paragraph 3(a) of the Employment Agreement is hereby amended to
read as follows:
"(a) Base Salary. The Corporation shall pay to the Executive
an initial Base Salary of $350,000, provided, however, that at such
time as the Executive becomes Vice Chairman of the Board and Chief
Executive Officer of the Corporation, such Base Salary shall become
$150,000 per annum (the applicable Base Salary, with any increases
during the Term being referred to herein as the `Base Salary'). The
Base Salary shall be payable in equal monthly installments on the last
business day of each month, or in such other installments and at such
other times as the parties hereto may mutually agree upon. The Base
Salary may be increased (but not decreased) in the manner determined by
the Board or its Compensation Committee in its absolute discretion."
X. Paragraph 3(b) of the Employment Agreement is hereby amended to read
as follows:
"(b) Management by Objectives Bonus Plan. The Executive shall
participate at a 50% level in the Glenayre Management by Objectives
Bonus Plan as in effect from time to time (the `MBO Plan'), provided
that at such time as the Executive becomes Vice Chairman of the Board
and Chief Executive Officer of the Corporation, his annual bonus under
the MBO Plan shall be increased to $300,000. In the event that the
Executive becomes Vice Chairman of the Board and Chief Executive
Officer of the Corporation during a particular fiscal year in the
Corporation, the Corporation and the Executive shall agree upon an
equitable determination of his bonus under the MBO Plan for such year
to take into account the change in the determination of such bonus."
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XI. Paragraph 3(c) of the Employment Agreement shall be amended to read
as follows:
"(c) Stock Options. Within 30 days prior to January 1, 1996,
January 1, 1997 and each January 1 thereafter during remainder of the
Term, the Executive shall be awarded options, under the Corporations's
Long-Term Incentive Plan or any similar or substitute option plan (the
`Option Plan'), to purchase no fewer than 50,000 shares of the common
stock of the Corporation. For each award, the exercise price of such
option shall be the `Closing Price' (as defined in the Option Plan) on
the day of such award. Each such option shall be vested as follows:
one-third of the shares subject to such option shall be vested on the
date of such award, an additional one-third of the shares subject to
such option shall be vested on the first anniversary of such award and
the remaining one-third of the shares subject to such option shall be
vested on the second anniversary of such award, provided, however, that
such stock option shall be fully vested upon any termination of the
Executive's employment hereunder other than for Cause or upon any
`Change in Control' of the Corporation (as defined in the Option
Plan)."
XII. The Executive acknowledges and agrees that no event has occurred
prior to the date hereof which constitutes "Good Reason" (as defined in
Paragraph 2(e) of the Employment Agreement), including without limitation a
"Change in Control", as defined in Paragraph 2(e)(6) of the Employment
Agreement), which would entitle the Executive to terminate his employment under
the Employment Agreement and to be paid certain payments under Paragraph 2(f) of
the Employment Agreement.
XIII. Except as expressly amended hereby, the Employment Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice Chairman
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
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