FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.24
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT (this “Amendment“) is entered into between Accellent Inc. (the
“Company”), and Xxxxxx X. Xxxxx (the “Executive”) under the following
circumstances.
WHEREAS,
the Company and the Executive entered into an Employment Agreement on October 9,
2007 (the “Employment Agreement”); and
WHEREAS,
the parties would like to make certain changes to the terms of the Employment
Agreement;
NOW
THEREFORE, the Executive agrees with the Company, in consideration for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, to amend the Employment Agreement as follows,
effective as of the date this Amendment is executed as written
below:
1.
Section 5 (Equity Arrangements) is hereby amended by inserting the phrase “(the
“Investment Amount”)” after the number “650,000” as it appears in the first
sentence thereof.
2.
Section 5 (Equity Arrangements) is hereby amended by adding the following
sentence after the first sentence thereof:
“In the
event that Executive has not paid the full Investment Amount to the Company as
of the time that Executive’s Annual Bonus for either of the fiscal years ended
December 31, 2007 and 2008 becomes payable, then, notwithstanding the provisions
of Section 4 and instead of the payment of such Annual Bonus in cash, the
Company shall issue to Executive, on the date the applicable Annual Bonus could
have been paid in cash under the applicable bonus plan, a number of fully vested
shares of Common Stock having an aggregate Fair Market Value on such date equal
to the Annual Bonus for such fiscal year.
In
connection with the foregoing, no later than April 30, 2008, Executive shall pay
to the Company in cash an amount equal to $137,645, which equals the excess of
(i) the Investment Amount over (ii) the sum of (x) $17,355, which represents the
amount that the Company will actually pay to Executive as an Annual Bonus in
respect of the Company’s fiscal year ending December 31, 2007 plus (y) $495,000,
which represents the amount the Company assumes that it will pay to Executive as
an Annual Bonus in respect of the Company’s fiscal year ending December 31, 2008
(the “Assumed 2008 Bonus”), and the Company shall issue to Executive in exchange
therefor a number of shares of Common Stock having an aggregate Fair Market
Value on the date of such issuance equal to such payment.
Notwithstanding
the foregoing, if the Assumed 2008 Bonus exceeds the amount actually paid to
Executive as an Annual Bonus in respect of the Company’s fiscal year ending
December 31, 2008 (the “Actual 2008 Bonus”), then Executive shall pay to the
Company in cash, no later than March 31, 2009, an amount equal to the excess of
(x) the Assumed 2008 Bonus over (y) the Actual 2008 Bonus, and the Company shall
issue to Executive in exchange therefor a number of shares of Common Stock
having an aggregate Fair Market Value on the date of such issuance equal to such
payment. However, if the Actual 2008 Bonus exceeds the Assumed 2008 Bonus, then
the Company shall pay to Executive an amount equal to the excess of (x) the
Actual 2008 Bonus over (y) the Assumed 2008 Bonus in accordance with Section 4
and pursuant to the Company’s 2008 annual incentive plan.”
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3.
Section 5 (Equity Arrangements) is hereby amended by substituting the number
“116,667” for “87,500” as it appears in the fourth sentence
thereof.
4.
Section 8(a) (Termination for Cause or Resignation without Good Reason) is
hereby amended by adding the following subparagraph at the end
thereof:
“(iv) If,
prior to March 31, 2009, Executive’s employment is terminated by the Company for
Cause, or if Executive resigns without Good Reason (other than due to death or
Disability), then Executive shall pay to the Company in cash, on or before the
tenth (10th) business day following the date of termination, an amount equal to
the Assumed 2008 Bonus and the Company shall issue to Executive in exchange
therefor a number of shares of Common Stock having an aggregate Fair Market
Value equal to such Assumed 2008 Bonus.”
5. Except
as is provided in this Amendment, the Employment Agreement shall remain
unchanged and continue in full force and effect.
To
acknowledge your agreement to the terms and conditions of this Amendment, please
sign below and return one copy to Xxxxxxxx XxXxxx by no later than March 31,
2008.
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 31st
day of March, 2008.
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By:
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/s/ Xxxxxx X. Xxxxxxxx | |
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Chief Financial Officer
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Executive:
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/s/ Xxxxxx X. Xxxxx | |
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Xxxxxx
X. Xxxxx
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