EXHIBIT 10.6
AMENDMENT TO THE EMPLOYMENT AGREEMENT OF XXXXX XXXXXX
This Amendment (the "Amendment") made and entered into as of the 25th day
of August, 2002 is to the Employment Agreement (the "Agreement") entered into on
January 1, 2002 by Xxxxx Xxxxxx (the "Executive"), Ultrak Operating, L.P., a
Texas limited partnership ("Ultrak") and Ultrak, inc., a Delaware Corporation
and the ultimate parent of Ultrak (the "Parent") (Ultrak and the Parent are
collectively referred to as the "Employer").
This Amendment amends and replaces in their entirety (a) the opening
paragraph of the Agreement (the "Opening Paragraph") and, (b) paragraph 8 of the
Agreement ("Paragraph 8"). When this Amendment is executed the Opening Paragraph
and Paragraph 8 of the Agreement will respectively be amended to read as
follows:
The Opening Paragraph
"THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of
the 1st day of January, 2002, is among Ultrak Operating, L.P., a Texas limited
partnership ("Ultrak"), Ultrak, Inc. a Delaware corporation and the ultimate
parent of Ultrak (the "Parent") (Ultrak and the Parent are collectively referred
to as the "Employer"), and Xxxxx X. Xxxxxx (the "Executive")."
Paragraph 8:
"8. Compensation Upon Termination.
A. If the Executive's services are terminated pursuant to any of the
provisions of Paragraphs 7A, 7B, or 7E, then the Executive shall be entitled to
the Base Salary through the later of (1) the Executive's final date of active
employment or (2) the date this Agreement otherwise terminates. The Executive
shall also be entitled to any benefits mandated under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (COBRA).
If the Executive's services are terminated pursuant to Paragraph 7A, 7B and/or
7E, then the Executive, upon agreement to and execution of a release of claims
agreeable to the Employer Ultrak, shall be entitled to the continuation of the
Base Salary plus benefits, exclusive of vacation accrual, at the rate as set
forth in Paragraph 5A for an eighteen (18) month period (the "SEVERANCE
PERIOD"), payable on a time schedule that is in accordance with the Employer's
payroll policy for executives in effect at the time. During the SEVERANCE
PERIOD, if the Executive becomes an employee with, or provides consulting
services for pay, to any company or entity other than the Employer or an
affiliate of the Employer, then the Employer shall only be responsible for
payment to the Executive of the amount by which the Executive's Base Salary
exceeds the Executive's base salary from his new employer during the remainder
of the Severance Period.
Additionally, the Executive shall be entitled to the continuation of his Base
Salary plus Other Benefits as set forth in this Paragraph for a period of 18
months if the Executive, pursuant to
Xxxxxxxxx 0X, xxxxxxxxxx his employment following a Change in Control (as
defined in this Agreement) in conjunction with either (a) a material change in
the Executive's job duties that is inconsistent with the scope of
responsibilities described in the attached Job Description for Executive, or (b)
a reduction in the Executive's total compensation package, during the Initial
Term. For the purposes of this Agreement a "CHANGE OF CONTROL" shall mean:
1) an ownership change in which any individual or entity in one
or more transactions or series of transactions, directly or
indirectly, acquires beneficial ownership of at least 50.1%
of the voting stock of the Parent; or
2) the direct or indirect sale or exchange by the stockholders
of the Parent of all or substantially all of the stock of
the Parent; or
3) a merger (other than a re-incorporation merger) or
consolidation in which the Parent is a party (and the
stockholders of the Parent do not own at least 50.1% of the
entity surviving the merger); or
4) the sale, exchange, or transfer of all or substantially all
of the assets of Ultrak or the Parent."
B. If the Executive's services are terminated pursuant to Paragraph 7B
or 7F, then all stock options granted to the Executive under any of the
Employer's Stock option plans will become immediately vested."
IN WITNESS WHEREOF, the parties have set their signatures on the date
first written above.
EMPLOYERS: EXECUTIVE:
ULTRAK OPERATING, L.P.
By: Ultrak, GP, Inc.
Sole General Partner
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxx
ULTRAK, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
