Exhibit 10.23
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
The Employment Agreement (the "Agreement") of Xxxx X. Xxxxx dated as of
May 18, 2001, as previously amended June 27, 2001, is hereby further amended as
follows:
1. The clause following subsection (iii) of Section 4.2(b) of the
Agreement is hereby amended to read as follows:
"then Employee (or his estate) also shall be paid a one-time bonus
amount equal to Nine Hundred Sixty One Thousand Four Hundred Dollars
($961,400) at the time the Change of Control is consummated;
provided, that subsection (iii) shall apply only to the extent that
the Change of Control occurs and is consummated within ten years
following the date of Employee's termination of employment
(regardless of whether he is still receiving severance or other
payments)."
2. Section 9.1 of the Agreement is hereby amended to read as follows:
"9.1 The Employee agrees that during the Non-Competition
Period (as defined in Section 9.4 below), without the prior
written consent of the Company: (a) he shall not, within the
Territory (as defined in Section 9.5 below), directly or
indirectly, either as principal, manager, agent, consultant,
officer, director, greater than two (2%) percent holder of any
class or series of equity securities, partner, investor,
lender or employee or in any other capacity, carry on, be
engaged in or have any financial interest in or otherwise be
connected with, any entity which is now or at the time, has
material operations which are engaged in the manufacture or
sale of automotive airbag products competitive with the
Company; and (b) he shall not, within the Territory (as
defined in Section 9.5 below), on behalf of any competing
entity, directly or indirectly, have any dealings or contact
with any suppliers or customers of the Company or its
Affiliates."
3. All other provisions of the Agreement are hereby confirmed and
ratified.
IN WITNESS HEREOF, the parties hereto have executed this Amendment to
the Agreement as of the 22nd day of September, 2003.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Figure 1 - Exhibit 10.23
