AMENDMENT
TO
EMPLOYMENT (CHANGE IN CONTROL) AGREEMENT
This Amendment, made as of the 29th day of July, 1998 between Xxxxxxxx,
Inc., a Minnesota corporation (hereinafter called the "Company"), and
_____________, an executive of the Company (hereinafter called the "Executive").
WHEREAS, the Company and Executive entered into an Employment (Change in
Control) Agreement dated as of the ____ day of ________, 199__ (the "Change in
Control Agreement"); and
WHEREAS, the Company and Executive desire to amend the Change in Control
Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereby agree as
follows:
1. Section 2(a)(i) of the Change in Control Agreement is hereby amended
by adding the following at the end of such section:
"Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur with respect to Molex Incorporated and its Affiliates and
Associates until such time as any one of them becomes the beneficial owner
of twenty-two percent (22%) or more of the voting power of the Company and
references to "twenty percent (20%)" in this Agreement shall be deemed to
refer to "twenty-two percent (22%)" when applied to Molex Incorporated and
its Affiliates and Associates; provided that Common Stock received by Molex
Incorporated as dividends paid or accrued on the Company's Series D
Convertible Preferred Stock (the "Series D Preferred") shall be excluded
from such beneficial ownership calculation for Molex Incorporated and its
Affiliates and Associates so long as such beneficial ownership includes
only shares of the Company's Common Stock owned as of the date hereof,
shares of Series D Preferred, shares of Series D Preferred converted into
Common Stock, Common Stock received as dividends paid or accrued on the
Series D Preferred and Common Stock issued directly to Molex Incorporated
after the date hereof by the Company."
2. All other terms of the Change in Control Agreement shall remain
unchanged.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment as of the date first written above.
XXXXXXXX, INC.
By _______________________________
Xxxxxx X. Xxxxxxxxx
President
__________________________________
[Executive]
