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Xxxxxxxx Xxxxxxx Employment Agreement
First Amendment
Whereas, the undersigned, being all the parties to the Xxxxxxxx Xxxxxxx
Employment Agreement previously executed in 1998 (the "Agreement"), wish to
amend the terms of said Agreement; and
Whereas, the amendment is intended to align the definition of a Sale
set forth in Section 3.4 of the Agreement with such definition as set forth in
the employment agreements of certain other key employees of Xxxxx & Xxxxxx which
were executed a short time after the execution of the Agreement at a time when
such definition had been further clarified.
Now, Therefore, the said undersigned, being all the parties to the
Agreement, hereby amend the first paragraph of Section 3.4 of the Agreement to
read as follows:
"In the event that, during the Employment Period (or within 90 days
thereafter if Employee is terminated without Cause under Section 4.3), CML sells
the Company if either (i) CML ceases to own at least 50% of the equity of the
Company (except as a result of CML's "spinoff" of the Company into a separate
publicly traded corporation where the shareholders of the Company and CML
immediately after the spinoff are substantially the same), or (ii) all or
substantially all of the assets of the Company are no longer owned by the
Company (each hereinafter referred to as a "Sale"), the Company agrees to pay
the Employee a bonus ("Sale Bonus") calculated as a percentage of the "Net
Consideration" received in connection with the Sale. The Sale Bonus shall be
calculated as follows:"
Executed as of the effective date of the Agreement.
CML GROUP, INC. XXXXX & HAWKEN, LTD.
By: /s/ Xxxx A.C. Pound By: /s/ Xxxxx Xxxxxxx
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Xxxx A.C. Pound Xxxxxxxx Xxxxxxx
Title: Chairman Title: CEP/President
8/14/98 Employee
/s/ Xxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
