EXHIBIT 4.32
------------
[GRAPHIC OMITTED]
[LOGO - EXFO]
FIRST AMENDING AGREEMENT
TO THE EMPLOYMENT AGREEMENT
This First Amending Agreement dated as of September 1, 2001, is entered into by
and between EXFO Electro-Optical Engineering Inc., a corporation having its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, Xxxxxx
(the "Corporation") and Xxxxx Xxxxxx (the "Employee").
WHEREAS the Corporation and the Employee entered into an Employment Agreement
dated September 1, 2000 (the "Agreement") providing for the terms of employment
of the Employee;
WHEREAS the parties hereto have agreed to amend the Agreement to modify certain
terms of employment;
THEREFORE the parties agree as follows:
1. AMENDMENTS
Schedule A to the Agreement is hereby replaced in its entirety with the
Schedule A attached hereto and forming an integral part hereof.
2. MISCELLANEOUS
2.1 In all respects, except for those changes required to give
meaning and effect to the amendments provided for in the
foregoing sections hereof, the Agreement, as amended hereby,
remains in full force and effect, is hereby ratified and
confirmed in all respects, and is binding upon the parties
hereto. The Agreement constitutes the whole and entire
agreement between the parties hereto with respect to the
subject matter thereof and cancels and supersedes any prior
written agreements, declarations, commitments,
representations, undertakings, written or oral, in respect
thereof.
2.2 This First Amending Agreement shall be construed in accordance
with and governed for all purposes by the laws applicable in
the state of Texas U.S.A. Service of process in any dispute
shall be effective (a) upon the Corporation, if service is
made on any officer of the Corporation other than the
Employee; (b) upon the Employee, if served at Employee's
residence last known to the Corporation with an information
copy to the
1.
[GRAPHIC OMITTED]
[LOGO - EXFO]
Employee at any other residence, or care of a subsequent
employer, of which the Corporation may be aware.
2.3 This Agreement has been written in English at the express
request of the parties. Cette entente a ete redigee en anglais
a demande expresse des parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
EXFO ELECTRO-OPTICAL
ENGINEERING INC.
BY: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxx
------------------------ ------------------------
XXXXXXX XXXXXXX XXXXX XXXXXX
2.
[GRAPHIC OMITTED]
[LOGO - EXFO]
SCHEDULE A
----------
TO
--
FIRST AMENDING AGREEMENT
------------------------
TO THE EMPLOYMENT AGREEMENT
---------------------------
XXXXX XXXXXX
------------
REMUNERATION, VACATION, PLACE OF WORK
-------------------------------------
1. REMUNERATION
From September 1, 2001 to August 31, 2002:
(i) Base salary of US$145,000 per annum.
(ii) Commission on Total Bookings (as defined in Schedule 4 of the
Employment Agreement):
During the period from September 1, 2001 to August 31, 2002,
commissions will be payable to Employee on a monthly basis in
amounts equal to the following percentages of Total Bookings
made in North America by all companies in the Corporation's
group of companies:
For Total Bookings from US$0 to US$45,000,000 - 0.1933% of
the Total Bookings figure is payable;
For Total Bookings exceeding US$45,000,000 and up to
US$60,000,000 - 0.3867% of the Total Bookings figure is
payable; and
For Total Bookings exceeding US$60,000,000 - 0.5800% of the
Total Bookings figure is payable.
Notwithstanding the preceding paragraphs and as an exceptional
measure for the current financial year given the unusual
market conditions, the Corporation undertakes to pay
commissions to Employee of at least US$72,500 in the event
Total Bookings for the period from September 1, 2001 to August
31, 2002 are less than US$37,506,467.
3.
[GRAPHIC OMITTED]
[LOGO - EXFO]
(iii) Quarterly bonus: After the end of each of the Corporation's
financial quarters, the Employee shall be paid a bonus of
US$4,000 if the following Total Bookings objectives by the
North American Sales department for each such quarter are
attained:
1st Quarter: US$14,000,000 3rd Quarter: US$16,000,000
2nd Quarter: US$14,000,000 4th Quarter: US$16,000,000.
In the event the annual Total Bookings objective for the North
American Sales department of US$60,000,000 for the financial
year ending August 31, 2002 (the "Annual Objective") is
attained, notwithstanding the non-attainment of some of the
above-noted quarterly objectives, the Employee shall be paid a
bonus for the year totalling US$16,000, taking into account
any quarterly payments that may have been made for attainment
of the quarterly objectives.
In the event the Annual Objective is exceeded by 10% or more,
an additional bonus of US$7,000 shall be paid to Employee and
if the Annual Objective is exceeded by 20% or more, a further
additional bonus of US$7,000 shall be paid to Employee.
(iv) Options: The following stock options will be issued to the
Employee in accordance with the terms of the Corporation's
Stock Option Plan and the terms set forth herein:
o On October 10, 2001, 15,000 stock options;
o On January 3, 2002, 5,000 stock options.
(v) The Employee shall receive a monthly car expense allowance of
US$700.00.
(vi) The provisions governing the payment of commission and the
reimbursement of expenses are set forth in Schedule D to the
Agreement.
(vii) An annual review of remuneration shall occur on or about
September 1, 2002.
2. PLACE OF WORK
The Employee shall exercise his functions out of the office of EXFO
America Inc. located in Richardson, Texas, U.S.A.
4.
[GRAPHIC OMITTED]
[LOGO - EXFO]
3. VACATION
Four (4) weeks of paid vacation annually.
4. DEFINITIONS
For the purposes of this Agreement, the meaning of the term
"Corporation" shall be deemed to include EXFO America Inc.
5.
