EXHIBIT 10.10
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this "Amendment") is made to
the Employment Agreement by and among Xxxxxx X. Xxxxxxxx and Xxxx Electronics
Corporation, a Texas corporation (the "Agreement"), and entered into by and
among Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx Electronics Corporation
as of August 18, 1997.
1. Xxxxxxx X. Xxxxxxxx is hereby added as a party to the Agreement.
2. The parties hereby amend Section 4.4(a) of the Agreement in its
entirety to read as follows:
4.4 Benefits Following Termination of Employment
(a) Upon the termination of Employee's employment by the
Company, whether due to death, Disability, resignation, whether or not for
Good Reason, or discharge, whether or not for Just Cause, the Company
shall, commencing on the first day of the month following the date of the
termination of Employee's employment, pay, or cause to be paid, to Employee
in equal monthly installments the sum of $750,000 per year (the "Annual
Amount"), for a period equal to the greater of (x) 15 years, (y) the life
of Employee, or (z) the life of Xxxxxxx X. Xxxxxxxx so long as she is
married to Employee at the date of Employee's death ("Employee's Spouse");
provided, however, that in the event of the termination of Employee's
employment due to death or Disability prior to March 31, 2001, the Annual
Amount described above shall equal $950,000 until March 31, 2001, after
which time the Annual Amount shall equal $750,000; and provided further
that Employee shall not be entitled to any amounts under this Section 4.4
if Employee's employment is terminated prior to a Change in Control for
Just Cause or without Good Reason. In addition, the Annual Amount shall be
adjusted annually to reflect increases in the cost of living after the date
hereof, as measured by the Consumer Price Index ("CPI") for all urban
consumers calculated by the Bureau of Labor Statistics (or any successor or
replacement index).
(i) If Employee shall die before Employee's Spouse and Employee's
Spouse is married to Employee at the date of Employee's death, whether
before or after the payments of the Annual Amount described above shall
have commenced, then the Annual Amount shall be paid in monthly
installments to Employee's Spouse. If Employee's Spouse then dies before
all amounts required to be paid have been paid, then, upon the death of
Employee's Spouse, any remaining payments of the Annual Amount shall be
made to the personal representative of the estate of Employee's Spouse, to
pass as a part thereof.
(ii) If Employee's Spouse shall die before Employee, then any
community property interest of Employee's Spouse in this Agreement shall
vest in
Employee. If Employee then dies before all amounts required to be paid have
been paid, then, upon Employee's death, any remaining payments of the
Annual Amount shall be made to Employee's beneficiary designated in writing
to the Company by Employee, or in the absence thereof, to the personal
representative of the estate of Employee, to pass as a part thereof.
3. The parties hereby amend Section 6.3 of the Agreement in its entirety
to read as follows:
6.3 Death. The death of Employee shall result in the termination of
the Term of Employment, and Employee's Spouse, or if Employee's Spouse
predeceases him, the personal representative of the estate of Employee or
designated beneficiary shall be entitled to the benefits described in
Section 4, including, without limitation, Sections 4.4 and 4.5. The Company
shall not be obligated to pay Employee's Spouse, or if Employee's Spouse
predeceases him, the personal representative of the estate of Employee or
designated beneficiary any sums of money pursuant to Section 4.1 other than
a cash lump-sum payment equal to all compensation and benefits due Employee
at the date of his death (all cash compensation to be based on annual cash
compensation of not less than $950,000 per year irrespective of the time at
which such cash compensation is otherwise payable) annualized on a
reasonable basis acceptable to the estate or personal representative of
Employee; however, if at the end of such year it is determined that
Employee's annual compensation would have been higher than the annualized
amount used to calculate this payment, the Company shall pay Employee's
Spouse or if Employee's Spouse predeceases him, the personal representative
of the estate of the Employee or designated beneficiary an amount in a cash
lump sum equal to a proportionate share in the increase based on his period
of employment during the year in which Employee died. Employee's other
compensation and benefits under this Agreement, including without
limitation those provided pursuant to Sections 4.4 and 4.5, shall not be
impaired or otherwise adversely affected by termination of Employee's
employment on account of death.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
/s/Xxxxxxx X. Xxxxxxxx
----------------------
Xxxxxxx X. Xxxxxxxx
XXXX ELECTRONICS CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Executive Vice President, Treasurer
and Secretary
