Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made this 30th day of
September, 2004, between XxXxxx Corporation, a Delaware corporation (the
"Company"), and Xxxxxxx Xxxxxxxxxx of 0000 Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx
(hereinafter, the "Executive").
WHEREAS, the Executive and the Company are currently parties to an
Employment Agreement, dated as of September 1, 2004 (the "Agreement"), and wish
to amend the Agreement as explicitly set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Section 2.3(a) of the Agreement is hereby amended by deleting such
Section in its entirety and replacing it with the following:
(a) Effective on the date the Executive's employment with the
Company commences, the Company shall grant Executive a restricted stock
award to purchase 50,000 shares of Company stock at a purchase price
equal to the aggregate par value of such shares, such amount being
deemed to be paid in the form of the agreement to render future
services by the Executive. The restricted stock award shall be subject
to the terms and conditions of the Company's 2003 Stock Incentive Plan.
The restricted stock award shall vest 100% on the fourth anniversary of
the date Executive commenced employment. Notwithstanding any provision
of this Agreement or of any stock option plan to the contrary, the
unvested portion of all stock options and restricted stock awards held
by Executive on the date of an Acquisition, a Change in Control or a
Hostile Takeover, as those terms are defined in Company's 2003 Stock
Incentive Plan, shall vest and be immediately exercisable on the date
of such event.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ Xxxxxxx Xxxxxxxxxx
-----------------------
Executive
XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and CFO
