Exhibit 10.10
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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This Second Amendment (the "Amendment") is dated as of the 1st day of March 2002
and amends the Employment Agreement (the "Employment Agreement"), dated as of
March 27, 2000 by and between XxxXxxxx.xxx, Inc. (the "Company") and Xxxxxxx X.
Xxxx ("Xxxx"), as amended on June 19, 2001.
WHEREAS, the Company and Sass seek to further amend the terms of the Employment
Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 1 of the Employment Agreement ("Employment Term") shall be deleted
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in its entirety and replaced with the following:
"1. Employment Term. The term of this Agreement ("Employment Period")
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shall commence on March 27, 2000 ("Commencement Date") and shall expire on
March 27, 2004 ("Expiration Date"), subject to the provisions of Section 5.
The Employment Period shall be automatically extended for an additional
year on each anniversary of the Expiration Date (each, an "Extension Date")
unless by the 1st day in March immediately preceding an Extension Date Sass
or the Company delivers written notice to the other of their intent to not
renew the Employment Agreement."
2. Section 5(a) of the Employment Agreement ("Termination") shall be deleted
in its entirety and replaced with the following:
"5. Termination.
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(a) The Company may terminate Sass' employment hereunder at any time for
cause only by written notice but only after a decision by the Board of
Directors of the Company which is communicated to Sass in writing thirty
(30) days prior to the effective date of termination; provided, however,
that the Company pays to Sass a severance payment equal to one year's
aggregate current Base Salary, and allows Sass to retain any options
granted under any option plan granted to him notwithstanding the fact that
such options may not be vested and/or exercisable at the time of
termination under this Section 5(a) ("Severance Payment"). In addition, if
the Company elects not to renew the Employment Agreement on or prior to the
1st day in March immediately preceding an Extension Date, or if the Company
terminates the agreement without cause, the Company shall pay Sass the
Severance Payment. Notwithstanding anything to the contrary contained
herein the Base Salary portion of the Severance Payment shall be paid in a
lump sum within thirty (30) days of the date of termination.
3. Except as specifically amended hereby, the Employment Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the Company and Sass have caused this Second Amendment to be
executed on the date first stated above.
XXXXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXX
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman
