EXHIBIT 10.21
AMENDMENT NO. 1
TO
XXXXX X. XXXXXX CONSULTING AGREEMENT
This Amendment No. 1 to the Xxxxx X. Xxxxxx Consulting Agreement entered
into as of October 1, 1994 (the "Consulting Agreement") by and between Xxxxx
Corporation, a Delaware corporation (the "Company") and Xxxxx X. Xxxxxx ("Xx.
Xxxxxx"), is made and entered into effective June 12, 1995.
R E C I T A L S
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A. Xx. Xxxxxx and the Company entered into the Consulting Agreement as
of October 1, 1994.
B. Xx. Xxxxxx and the Company desire to extend by one year the term of
the Consulting Agreement through September 30, 1997 in consideration for the
cancellation of Xx. Xxxxxx'x option to purchase 175,000 shares of the Company's
Class A Common Preference Stock (the "Class A Option") granted pursuant to a
certain stock option agreement, dated June 8, 1992, and the granting of an
option to Xx. Xxxxxx to purchase 300,000 shares of the common stock (the "Common
Stock") of the Company, exercisable from time to time subject to the provisions
of a certain stock option agreement to be effective June 12, 1995 (the "Stock
Option Agreement").
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C. This Amendment was approved by the Board of Directors of the Company
at a special telephonic meeting held on June 12, 1995.
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
A G R E E M E N T
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1. Term. Section 1(a) of the Consulting Agreement is hereby amended to
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extend the term of the Consulting Agreement through September 30, 1997.
2. Cancellation of Previous Stock Option Agreement. Xx. Xxxxxx hereby
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agrees that effective as of the date of this Amendment, the option agreement
dated June 8, 1992 is terminated and he has no further rights or benefits
thereunder.
3. Effect of Amendment. Except as specifically amended herein, the
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Consulting Agreement shall remain in full force and effect subject to all of the
terms and conditions set forth therein.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Consulting Agreement as of June 12, 1995.
XXXXX CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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S. Xxxxx Xxxxxxxx
President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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