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EXHIBIT 10.121
AGREEMENT
This Agreement is made as of the 2nd day of April 1998, by and between Xxxx
Xxxxxx and Company, Inc., a New Jersey corporation, with offices at 000 Xxxxx
Xxxxx, Xxxxxxx, XX 00000 ("Company"), and Xxxx Xxxxxxxx, residing at 00 Xxxx
Xxxx Xxxx, Xxxxxxxxxxx, XX 00000 ("Executive").
WHEREAS, the Executive is employed by the Company as Executive Vice
President; and
WHEREAS, the Executive and the Company have agreed as follows in connection
with the Executive's continued employment with the Company:
"In the event of a change of control of the Company, it is agreed that the
Executive will be entitled to be employed at his then compensation level
for a period of three (3) years, but in no event shall the aggregate
present value of such compensation paid exceed an amount, the present value
of which is equal to $1 less than three times the Executive's average
compensation over the five calendar years preceding the year in which the
Change of Control occurs. A 'Change of Control' shall be deemed to occur on
the date on which (i) any Person, directly or indirectly (through a
subsidiary or otherwise), acquires, individually or as part of a group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934), a
majority of the outstanding voting securities of the Company, (ii) a
merger, consolidation or similar transaction involving the Company or
acquisition of all or substantially all of the Company's assets occurs,
after which any Person, directly or indirectly, owns beneficially (as
defined in Rule 13d-3 under the 1934 Act), individually or as a group, a
majority of the outstanding voting securities of the Company or its
successor, or (iii) a majority of the board of directors of the Company or
its successor ceases to be composed of the directors of the Company as of
the date hereof or persons nominated or elected by Xxxxxxx Xxxxxx or by
those directors or by directors nominated or elected by those directors.
'Person' shall mean any person, corporation, partnership, association or
other entity other than Xxxxxxx Xxxxxx, members of his family (as defined
in Section 267 of the Internal Revenue Code), or corporations,
partnerships, associations, trusts, The Xxxxxxx Xxxxxx Foundation, The
Xxxxxxx Xxxxxx 1991 Trust as amended, or other entities owned or controlled
by or for the benefit of any of them."
This Agreement does not represent any change in the employment status of
the Executive as an "at will" employee who may be terminated at any time, with
or without cause, or create any term of employment for the Executive, except as
to those rights specifically provided above relating to a change of control of
the Company.
Xxxx Xxxxxx and Company, Inc.
By /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
