EXHIBIT 10.2
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment effective as of the 1st day of October, 1996, by and
between Industrial Holdings, Inc., a Texas corporation, hereinafter called the
"Corporation" or "Company" and Xxxxx X. Xxxxx, Xx., hereinafter called the
"Employee."
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee entered into an employment
agreement effective July 1, 1991 (the "Employment Agreement"); and
WHEREAS, the Corporation and the Employee desire to amend the Employment
Agreement to be effective as of the effective date of the Employment Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Employment Agreement is hereby amended as follows:
1. Paragraph 1 is hereby amended to read in full as follows:
"1 FOR SERVICES RENDERED BY THE EMPLOYEE AS HEREINBELOW REQUIRED,
THE EMPLOYER SHALL PAY THE EMPLOYEE AN ANNUAL BASE SALARY PAYABLE IN 12
EQUAL INSTALLMENTS AS FOLLOWS:
A) JUL. 1991 - DEC. 1994 - SEE AMENDMENT ONE
MAR. - DEC. 1994 BASE SALARY - $140,000
JAN. - DEC. 1995 BASE SALARY - $150,000
JAN. - DEC. 1996 BASE SALARY - $160,000
JAN. - DEC. 1997 BASE SALARY - $170,000
JAN. - DEC. 1998 BASE SALARY - $180,000
JAN. - DEC. 1999 BASE SALARY - $150,000
JAN. - DEC. 2000 BASE SALARY - $150,000
B) BONUS NOT TO EXCEED 60% OF BASE SALARY WITH A GUARANTEE OF $400 PER
ONE (1) CENT PER SHARE IN AUDITED AFTER TAX EARNINGS THROUGH
DECEMBER 1998. FOR YEARS 1999 AND 2000 THE INCENTIVE BONUS WILL BE
SET 90 DAYS PRIOR TO THE BEGINNING OF THE YEAR.
2. Paragraph 2 is hereby amended to read in full as follows:
#2 THE TERM OF EMPLOYMENT SHALL BE FOR THE PERIOD BEGINNING ON JULY
1, 1991 THROUGH DECEMBER 31, 2000, UNLESS SOONER TERMINATED (A) FOR JUST
CAUSE AS DEFINED BELOW
UPON SEVEN DAYS' NOTICE, (B) BY THE DEATH OF EMPLOYEE OR (C) AS OTHERWISE
MUTUALLY AGREED TO BY THE PARTIES IN WRITING (THE "ORIGINAL TERM").
FOR PURPOSES OF THIS AGREEMENT, "JUST CAUSE" FOR TERMINATION
BY EMPLOYER SHALL BE STIPULATED TO INCLUDE SOLELY THE FOLLOWING MATTERS:
(A) THE FAILURE AND INABILITY FOR ANY REASON, OTHER THAN ILLNESS
OR TEMPORARY DISABILITY NOT EXCEEDING 90 CONSECUTIVE DAYS, OF
EMPLOYEE TO DEVOTE THE LESSER OF (I) 40 HOURS PER WEEK OR (II)
SUFFICIENT TIME TO PERFORM THE DUTIES OF ANY CORPORATE OFFICES
HELD BY EMPLOYEE; OR
(B) EMPLOYEE'S CRIMINAL CONVICTION BY ANY STATE OR FEDERAL COURT
OF AN ILLEGAL OR CRIMINAL ACT, SAVE AND EXCEPT MINOR TRAFFIC
VIOLATIONS OR MINOR MISDEMEANORS.
IN THE EVENT OF TERMINATION OF EMPLOYEE'S EMPLOYMENT IN ACCORDANCE
WITH THIS SECTION PRIOR TO DECEMBER 31, 1996, EMPLOYEE SHALL BE ENTITLED ONLY TO
THE COMPENSATION AND ACCRUED BENEFITS, SUCH AS VACATION AND SICK PAY, EARNED BY
HIM AS OF THE DATE OF TERMINATION."
3. Except for this third amendment, the Employment Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
to the Employment Agreement effective the day and year first written above.
INDUSTRIAL HOLDINGS, INC.
By /s/ XXXXXX X. XXXX
XXXXXX X. XXXX
President
EMPLOYEE:
/s/ XXXXX X. XXXXX, XX.
XXXXX X. XXXXX, XX.
