AMENDMENT TO
EMPLOYMENT AGREEMENT
FIRST AMENDMENT dated August 1, 1996 to Employment Agreement effective
as of January 1, 1996, by and between The Xxxxxxx Company, Inc., a Delaware
corporation (the "Company") and Xxxxx X. Xxxxxxx (the "Executive").
WHEREAS, the parties entered into an Employment Agreement effective as
of January 1, 1996 (the "Employment Agreement"); and
WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.
NOW THEREFORE, the parties agree as follows:
1. Section 9(c) is hereby amended in its entirety and replaced with
the following:
9.(c) During the time the Executive is employed by the
Corporation and for a period of two years following the termination of
such employment for any reason, the Executive will not serve as an
officer, director or employee, or in any other way assist the efforts
of, any Significant Competitor. As used herein, the term "Significant
Competitor" shall mean any corporation, partnership or entity (i) that
competes directly against the Corporation in one or more product lines
with such product lines representing at least 10% of the total sales
of such competitor, and (ii) where such competing products offered by
the Corporation constitute at least 10% of the total sales of any
organization unit of the Corporation (e.g. division or corporate) that
the Executive has been employed at during the previous 24 months.
Notwithstanding anything above, this section shall not prohibit the
Executive from owning not more than 5% of any publicly traded company.
The restrictions on the Executive pursuant to this Section 9(c) shall
lapse upon any material breach of this Agreement by the Corporation,
including without limitation, the obligations of Corporation under
Section 6 COMPENSATION UPON TERMINATION.
2. Executive acknowledges that he has been furnished a copy of Colorado
Revised Statutes Section 8-23-113(2) and he acknowledges that his position is
within the class of "executive and management personnel and officers" which is
excluded from the statute.
3. The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.
THE XXXXXXX COMPANY, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
