1
EXHIBIT 10.8.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT made as of the 1st day of
January, 1999 by and between Xxxxxx X. Xxxxx (the "Executive"), currently
residing at 0000 Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, and Bacou USA
Safety, Inc., a corporation organized and existing under the laws of the State
of Delaware (the "Company"), with its principal offices at 00 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Executive and the Company entered into that certain
Employment Agreement as of the 3rd day of June, 1998 (the "Employment
Agreement"); and
WHEREAS, the Executive and the Company entered into that certain First
Amendment to Employment Agreement (the "First Amendment") as of the 3rd day of
August, 1998; and
WHEREAS, the Executive and the Company wish to amend the terms of the
Employment Agreement and the First Amendment, effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Company and the Executive hereby agree as follows:
1. Section 2 of the Employment Agreement (as amended by the First
Amendment) is hereby revised to read as follows:
2. PERIOD OF EMPLOYMENT. The Company shall employ the
Executive, and the Executive shall perform the duties assigned
him by the Company, for a term beginning January 1, 1999 to
December 31, 2001 (the "Three-Year Term"). On January 1, 2002,
and at the end of each year thereafter, the period of
employment shall be automatically extended, without further
action by either party, for successive one-year periods (each,
a "Renewal Term") unless at least six months prior to the end
of any Term either party shall have served written notice on
the other of its election to allow this Agreement to terminate
at the end of such Term.
2
The Three-Year Term and any Renewal Term are sometimes
collectively referred to herein as the "Term".
If either party notifies the other party that he or
it shall not extend the period of employment beyond the end of
the Term, the Company may, at its option, decide that the
Executive shall take a leave-of-absence for part or all of the
remaining time of his employment, continuing to receive all
compensation as if actively working.
2. Section 3 of the Employment Agreement is hereby amended by
adding a new subsection (v) thereto, which shall read as
follows:
(v) The Executive's employment being terminated by the
Company without cause during the Three-Year Term. If
the Board of Directors of the Company shall determine
that the Executive's employment shall be terminated
without cause (as "cause" is defined in Section 3(iv)
hereof) prior to the end of the Three-Year Term, the
Executive's employment shall terminate as of such
effective date. In such event, the Company shall
continue to pay the Executive for the remainder of
the Three-Year Term at a rate of 50% of his Base
Salary (as defined in Section 4(a)) then in effect.
3. Section 3 of the Employment Agreement is further amended by
adding a new subsection (vi) thereto, which shall read as
follows:
(vi) The Executive shall voluntarily terminate his
employment during the Three-Year Term. If the
Executive shall terminate his employment voluntarily,
then he shall pay the Company for the remainder of
the Three-Year Term at a rate of 25% of his Base
Salary then in effect.
4. Section 4(a) of the Employment Agreement (as amended by the
First Amendment) is hereby amended by deleting the term "Two
Hundred Twenty Thousand Dollars ($220,000.00)" and inserting
"Two Hundred Thirty Thousand Dollars ($230,000)" in lieu
thereof.
In all other respects, the Employment Agreement (as amended by the
First Amendment) shall remain in full force and effect.
2
3
IN WITNESS WHEREOF, the Executive and the Company have duly executed
this Second Amendment to Employment Agreement as of the day and year first above
written.
BACOU USA SAFETY, INC.
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxx
Xxxxxx Xxxxxx Xxxxxx X. Xxxx
Chairman, President and CEO Vice Chairman, Secretary & Treasurer
EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
3
