EXHIBIT 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment ("Amendment") to the Agreement ("Employment
Agreement"), effective as of June 6, 1994, between Vallen Corporation, a Texas
corporation ("Company"), and Xxxxx X. Xxxxxxxx ("Employee") is entered into
effective as of ___________, 1998. In consideration of their mutual agreements,
the Company and Employee agree as follows:
1. Amendment to Base Salary. Section 3(a) of the Employment Agreement is
hereby amended to change the base salary of $190,000 to "$250,000" and the
commencement date of June 6, 1994 to "June 1, 1998."
2. Amendment to Vesting of Options. Section 3(c)(iv) of the Employment
Agreement is hereby amended to insert at the end of such subsection the
following: "or (C) the date of termination of this Agreement by the Company
without "Cause" (as hereinafter defined) or by Employee for "Good Reason" (as
hereinafter defined).
3. Amendment to Severance Provisions. Section 5 of the Employment
Agreement is hereby amended to delete the word "or" immediately prior to clause
(e) of the first sentence thereof and to insert at the end of the first sentence
the following: "or (f) in the event the Employee elects to terminate his
employment with the Company with "Good Reason," as defined below." Section 5 of
the Employment Agreement is hereby further amended to delete the third and
fourth sentences in their entirety and to replace them with the following:
"If the Employee's employment with the Company is terminated by the Board
of Directors of the Company without Cause, as contemplated by clause (e) of
this Section 5, or by Employee for "Good Reason" (as defined hereinafter),
and not in connection with a Change in Control Termination, the Company (i)
will pay to the Employee (or his estate, heirs or personal representative)
$250,000 (or an amount equal to the Employee's annual base salary in effect
at the date of such termination) and (ii) all stock options granted under
Section 3(c) shall immediately vest and become exercisable. If the
Employee's employment with the Company is terminated as a result of a
Change in Control Termination pursuant to clauses (d) or (e) above, the
Company will pay to the Employee (or his estate, heirs or personal
representative) $500,000 (or an amount equal to the Employee's annual base
salary in effect at the date of such termination). Upon a Change in
Control (whether or not followed by a Change in Control Termination), all
stock options granted under Section 3(c) shall immediately vest and become
exercisable."
Section 5 of the Employment Agreement is hereby further amended to insert at the
end of such section the following:
"Termination by the Employee for "Good Reason" shall mean if the Employee
at any time within 6 months following the date of the 1999 annual meeting
of stockholders of the Company gives notice of such termination in writing
to the Committee and agrees to continue to perform his duties under this
Agreement and assist the Board in searching for and transitioning to a new
chief executive officer for a maximum period of six months
following the date of such notice (with the end of such transition period
to be at the sole discretion of the Committee upon 30 days advance notice
to Employee), with the effective date of the termination being the last
date of such transition period."
4. Amendment to "Cause". The first sentence of the second paragraph of
Section 5 of the Employment Agreement is hereby amended to insert in clause (i)
the word "willful" immediately before the word "act" and to insert at the end of
such sentence the following phrase: "; provided, however, that Employee shall
have 30 days after written notice from the Committee to correct, if possible,
the conduct identified by the Committee as covered by clauses (i), (iii) or
(iv)."
5. Effect. This Amendment is effective only for the specific purposes set
forth herein, and except as modified by this Amendment, the Employment Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
VALLEN CORPORATION
By:
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Name:
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Title:
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EMPLOYEE:
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Xxxxx X. Xxxxxxxx
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