EXHIBIT 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT (this "Amendment") is made as of the 31st day of December,
2003 between Xxxxxx Scientific International Inc., a Delaware corporation having
its primary place of business at Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 (the
"Company") and Xxxxx X. Xxxxx Xxxxx, residing at 6 Dancer's Image Lane, North
Hampton, New Hampshire 03862 (the "Executive").
The Company and the Executive entered into an employment agreement as of
the 31st day of March, 1998 (the "Employment Agreement"). Among other things,
the Employment Agreement required that the Company provide the Executive with a
split-dollar life insurance policy, 75% of the annual cost of which was to be
borne by the Company and 25% of the annual cost of which was to be borne by the
Executive. The Xxxxxxxx-Xxxxx Act of 2002, however, has called into question the
efficacy of split-dollar life insurance policies. Accordingly, the Company and
the Executive desire to and hereby amend the Employment Agreement as follows:
1. Section 2(b)(iv) of the Employment Agreement is hereby amended and
restated in its entirety to read:
(iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by the
Company and its affiliated companies (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee
life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer
executives of the Company and its affiliated companies. Notwithstanding
the foregoing, the Executive and the Company have agreed that the
split-dollar arrangement previously entered into by the Company for the
benefit of the Executive shall terminate not later than December 31,
2003, the amount of life insurance premiums paid by the Company in
respect of such arrangement shall be returned to the Company and the
Company shall have no further obligation to make, or liability in
respect of, premium payments required to have been made under such
arrangement, whether before or after the date hereof.
2. Sections 2(b)(v), (vi), (vii) and (viii) are renumbered 2(b)(vi),
(vii), (viii) and (ix), respectively. All references to Sections 2(b)(v),
(vi), (vii) and (viii) of the Employment Agreement prior to this Amendment,
whether contained in the Employment Agreement or elsewhere, shall be deemed
to refer to Sections 2(b)(vi), (vii), (viii) and (ix), respectively,
following this Amendment.
3. A new Section 2(b)(v) shall be inserted to read:
(V) Enhanced Retirement Benefits. To induce the Executive to
continue in the Company's employ and to agree to the termination of his
split-dollar life insurance policy, for purposes of calculating the
Executive's retirement benefit under any excess or supplemental defined
benefit retirement plans in which the Executive participates, including,
without limitation, the Company's Executive Retirement and Savings Plan,
(collectively, the "SERP") and notwithstanding anything in the SERP to
the contrary, the annual retirement benefit payable to the Executive at
his normal retirement age under the SERP shall be at least 28% of his
final average annual compensation.
4. Except as expressly provided in this Amendment, the terms and
provisions of the Employment Agreement shall remain in full force and
effect.
The Executive has hereunto set the Executive's hand and, pursuant to the
authorization from its Board of Directors, the Company has caused this Agreement
to be executed in its name on its behalf, all as of the day and year first above
written.
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XXXXX X. XXXXX XXXXX
XXXXXX SCIENTIFIC INTERNATIONAL INC.
By:
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